Common use of SEC Reports Clause in Contracts

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that the Company may not be (a) The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be or remain subject filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the reporting requirements of Section 13(a) date hereof. No Governmental Entity has initiated or 15(d) has pending any Proceeding or investigation into the business, disclosures or operations of the Exchange ActParent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company will file copies in the form filed with the SEC (unless including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing is not permitted under filing) all of the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports following that the Company is required to file have been filed with the SEC pursuant prior to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date hereof: (i) the Parent’s Annual Reports on which Forms 10-K, (ii) the Company was so required Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to file the Parent’s meetings of stockholders (whether annual or would be so required special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to file if in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the Company were so subjectexhibits filed or furnished therewith, transmit by mail are, collectively, the “Parent Reports,” and, to all Holders the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”). (as their names and addresses appear b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the Note Registercase of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and contained any untrue statement of a material fact or omitted to the Trustee (or make available on a Company website) copies of state any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary in order to make the foregoingstatements made therein, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result light of the Company’s accountants circumstances in which they were made, not being “independent” (misleading. As of their respective dates, all Parent Reports complied as defined pursuant to form in all material respects with the requirements of the Securities Act or the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableAct, as the case may be, within 90 days after such Reporting Dateand, liquidated damages will accrue on to the Notes at a rate of 0.50% per annum from extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder. (c) From January 1, 2010 to the date that is 90 days after such Reporting Date to hereof, the earlier of (x) the date on which such filing Parent has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and in compliance in all material respects with (yi) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of FINRA in respect of which the SEC Parent Common Stock is qualified for quotation and trading on the OTCBB, and (after giving effect to any exemptive reliefii) because the applicable provisions of the filings by such Parent▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company also will comply with true, correct and complete copies of and Section 3.6 of the other provisions of TIA § 314(a)Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.

SEC Reports. Notwithstanding that the The Company may not be has filed or furnished (as applicable) and made available to Parent all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or remain subject furnished (as applicable) by the Company with the SEC since January 1, 2013 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the reporting Effective Time, (i) were and, in the case of the Company SEC Reports filed or furnished (as applicable) after the date hereof, will be, prepared in accordance with the applicable requirements of Section 13(a) or 15(d) of the Securities Act, the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that Consumer Protection Act (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date▇▇▇▇-▇▇▇▇▇ Act”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available), as the case may be, and the rules and regulations thereunder, and (yii) except to the first anniversary extent that information contained in any Company SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Report, did not at the time they were filed or furnished (as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Reporting Date filing), and in the case of such forms, reports and documents filed or furnished (provided that as applicable) by the Company with the SEC after the date of this Agreement, will not more than 0.50% per annum in liquidated damages shall be payable for any period regardless as of the number time they are filed or furnished (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such elections Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file or furnish (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Merger or any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority, any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be deemed to have satisfied disclosed in the requirements of this Section 405 if any Parent Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and provides reports, documents and information of the types otherwise so required, in each case reported within the applicable time periods, and periods specified in the Company is not required to file such reports, documents and information separately under the applicable rules and regulations forms of the SEC (after giving effect and that all such information is accumulated and communicated to any exemptive relief) because the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the filings by principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such Parent. The Company also will comply with the other provisions of TIA § 314(a)reports.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act and the SEC, the Company will file or furnish with the SEC (unless such filing is not permitted under SEC, and make available to the Exchange Act or by Trustee and the SEC), so long as Holders of the Notes are OutstandingNotes, the annual reports, reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required permitted to file such reports, documents and information separately with the SEC pursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the last day of the applicable fiscal quarter or fiscal year, as the case may be, constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (or any applicable successor forms) for such fiscal quarter or fiscal year, as the case may be, required by the preceding paragraph shall include a reasonably detailed presentation or, in the case of clause (b) below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the applicable rules caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial statements include the results of certain physician groups that are not owned by the Company and regulations will not guarantee the notes” in the Company’s prospectus supplement dated June 10, 2014 relating to the original issuance of its 5.125% Senior Notes due 2024 on June 13, 2014 will be deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the SEC then current fiscal year covered by such Form 10-Q (after giving effect to it being understood that no such information need be provided for any exemptive reliefthree month period within any such six or nine month period) because or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Company’s financial statements (it being understood that the Company’s direct or indirect equity interest in and share of the filings revenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and any management fees or other amounts payable to the Company or any of its Restricted Subsidiaries by any such ParentPhysician Group that is not a Restricted Subsidiary, may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). The Anything in this paragraph to the contrary notwithstanding, the Company also will comply may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed or furnished substantially concurrently with the other provisions applicable Form 10-Q or 10-K, as the case may be. For purposes of TIA § 314(athis Section 4.18, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC via the ▇▇▇▇▇ (or successor or similar) filing system and such reports are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after one year preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject“SEC Reports”). As of their respective dates, transmit by mail to the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all Holders (as their names and addresses appear in material respects with the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder), as applicable and did not at the Company maytime they were filed (or if amended or superseded by a filing prior to the date of this Agreement, in lieu then on the date of making such filing filing) contain any untrue statement of material fact or transmitting or making available the information, documents and reports so omit to state a material fact required to be filedstated therein or necessary in order to made the statements therein, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed in light of the circumstances they were made, not misleading. Each of the financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredincluding, in each case within case, any related notes thereto) contained in the applicable time periodsSEC Reports (the "Company Financials"), and including any SEC Reports filed after the Company is not required date hereof until the Closing, as of their respective dates, (i) complied as to file such reports, documents and information separately under form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (after giving effect to any exemptive reliefii) because was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the filings by such ParentCompany at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of the Company also will comply as of September 30, 2006 is hereinafter referred to as the "Company Balance Sheet." Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the other provisions aggregate, material to the business, results of TIA § 314(a)operations or financial condition of the Company, except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to have a Material Adverse Effect.

SEC Reports. Notwithstanding Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer shall furnish to the Holders of Notes, within fifteen (15) days after the time periods specified in the SEC’s rules and regulations for a company that the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file : (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC (unless such filing is not permitted under on Forms 10-Q and 10-K if the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file on Form 8-K if the Company Issuer were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents ; provided that any such above information or reports filed with the Electronic Data Gathering and information separately under the applicable rules and regulations Retrieval System of the SEC (after giving effect or successor system) and available publicly on the Internet shall be deemed to any exemptive relief) because be furnished to the Holders of Notes. The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the filings financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Issuer’s Unrestricted Subsidiaries. In addition, whether or not required by the SEC, the Issuer shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within fifteen (15) days after the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such Parenta filing) and make such information available to securities analysts and prospective investors upon request. The Company also Issuer agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will comply not accept such filings for any reason, the Issuer shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the other provisions SEC. In addition, to the extent not satisfied by the foregoing, the Issuer shall agree that, for so long as any Notes remain outstanding, it shall furnish to Holders of TIA § 314(a)Notes and securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, informationdocuments, documents information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or otherwise making available the such audited or reviewed financial statements or information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company shall in any event be required to make such filing and so or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such informationdocuments, documents information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such informationreports, documents and reports information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed, in each case within the applicable time periods; provided that if such parent shall not own, and directly or indirectly, 100% of the Capital Stock of the Company is not required to file or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information separately shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the applicable rules Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and regulations its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the SEC Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (after giving effect to any exemptive reliefb) because of the filings by such Parent. The Company also will comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the other provisions Securities Act. Delivery of TIA § 314(asuch reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all Holders (applicable Holders, as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company or RSC website, provided, however, that the Trustee shall have no responsibility to determine if such reports and other documents have been so made available) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyCompany or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as applicable, also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that the The Company may not be has filed all reports required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, for the twenty-four (24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC including pursuant to such Section 13(a) or 15(d) or would be so required to file if thereof, for the Company were so subject. The Company will also, within 15 days after twenty-four months preceding the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and hereof. Such reports (without exhibits) so required to be filed. Notwithstanding filed by the foregoingCompany under the Exchange Act, if including pursuant to Section 13(a) or 15(d) thereof, together with any audited materials filed or reviewed financial statements furnished by the Company under the Exchange Act, whether or information required to be included in not any such filing are not reasonably available on a timely basis reports were required being collectively referred to herein as a result the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder), and none of the Company maySEC Reports, in lieu when filed by the Company, contained any untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) of the Company shall included in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum SEC Reports comply in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the all material respects with applicable accounting requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance in all material respects with United States generally accepted accounting principles applied on a consistent basis during the periods involved (after giving effect to any exemptive relief) because “GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the filings by Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such Parent. The Company also will comply with agreements are required to be included or identified pursuant to the other provisions rules and regulations of TIA § 314(a)the SEC.

SEC Reports. Notwithstanding that the (a) The Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file has timely filed with the SEC (unless including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC (collectively, the “Company SEC Reports”) since September 30, 2009. Except to the extent corrected by subsequent Company SEC Reports, such filing Company SEC Reports (a) as of their respective dates of filing, complied, and will comply, in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and other applicable Law and (b) did not and will not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is not permitted under subject to the periodic reporting requirements of the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company filings with the SEC. To the Knowledge of the Company, as of the date hereof, none of the Company filings with the SEC pursuant to such Section 13(a) is the subject of ongoing SEC review and there are no inquiries or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit investigations by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting any internal investigations pending or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredthreatened, in each case within the applicable time periods, and regarding the Company is not required to file such reports, documents and information separately under filings with the applicable rules and regulations SEC or regarding any accounting or disclosure practices of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)or its Subsidiaries.

SEC Reports. Notwithstanding that (a) Except as set forth in Section 3.7 of the Company may not be Disclosure Schedule, the Company has filed timely, or will file timely, all required to be forms, and reports with the SEC since January 1, 2004 (including any forms or remain subject reports filed with the SEC subsequent to the reporting date of this Agreement) (collectively, the “Company SEC Reports”), all of which were prepared or will be prepared in all material respects in accordance with the applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of the SEC thereunder)their respective dates, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that SEC Reports (a) complied, or with respect to those Company SEC Reports not yet filed will comply, as to form in all material respects with the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary applicable requirements of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) Securities Laws and (b) if did not contain, or with respect to those Company SEC Reports not yet filed will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company makes such an election SEC Reports (including the related notes and such filing has not been madeschedules) fairly presents, or such informationwill fairly present, documents in all material respects, the consolidated financial position of the Company and reports have not been transmitted the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or made availableincorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, within 90 days after such Reporting Dateof the Company and the Company Subsidiaries for the periods set forth therein, liquidated damages will accrue on in each case in accordance with GAAP consistently applied during the Notes at periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries, except for any non-exclusive ownership and non-direct control that would not have a rate of 0.50% per annum from the date that is 90 days after such Reporting Date Company Material Adverse Effect with respect to the earlier system of internal accounting controls described in the following sentence. Except as would not have a Company Material Adverse Effect, the Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis (“Internal Controls”). Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries (x) has designed disclosure controls and procedures (within the date on which meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such filing has been made, or entity and its subsidiaries is made known to the management of such information, documents entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and reports have been transmitted or made available, as to make the case may becertifications required by the Exchange Act with respect to the Company SEC Reports, and (y) has disclosed, based on its most recent evaluation prior to the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information of the types otherwise so required, in each case within the applicable time periods, to its auditors and the Company is audit committee of its board of trustees (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not required to file such reportsmaterial, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the that involves management or other provisions of TIA § 314(a)employees who have a significant role in its Internal Controls.

SEC Reports. Notwithstanding that (a) Prior to the Company may not be required consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, the Guarantor and the Issuer shall make available, upon request, to be any Holder of Notes or remain prospective investor and securities analyst in the United States the information specified in Rule 144A(d)(4), unless the Guarantor is subject to Section 13 or 15(d) of the reporting requirements Exchange Act at or prior to the time of such request. (b) If the Issuer or the Guarantor is subject to Section 13(a) 13 or 15(d) of the Exchange Act, the Company will Issuer or the Guarantor, as appropriate, shall file with the SEC (unless such Trustee and provide Holders of Notes, within 15 days after filing is not permitted under with, or furnishing to, the Exchange Act or SEC, which filing shall be made electronically and shall be made in a form prescribed by the SEC to allow it to be available via the SEC)'s Internet site at http.//www.▇▇▇.▇▇▇, so long as ▇▇ any successor electronic medium to such site, copies of their respective annual reports and of the Notes are Outstanding, the annual reports, information, documents and other reports that (or copies of such portions of any of the Company foregoing as the SEC may by rules and regulations prescribe) which the Guarantor or the Issuer is required to file with the SEC pursuant to such Section 13(a) 13 or 15(d) of the Exchange Act or would be so is required to furnish to the SEC pursuant to this Indenture. (c) Notwithstanding that the Guarantor or the Issuer may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and 35 regulations promulgated by the SEC, the Guarantor shall continue to file if with, or furnish to, which filing shall be made electronically and shall be made in a form prescribed by the Company were so subject. The Company will alsoSEC to allow it to be available via the SEC's Internet site at http://▇▇▇.▇▇▇.▇▇▇, ▇▇e SEC and provide the Trustee and holders of Notes: (i) within 15 90 days after the date on which end of each fiscal year (or such shorter period as the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear SEC may in the Note Registerfuture prescribe), and to the Trustee annual reports on Form 20-F (or make available on a Company websiteany successor form) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding containing the foregoing, if any audited or reviewed financial statements or information required to be included contained therein (or required in any such filing are not reasonably available on a timely basis as a result successor form), (ii) within 45 days after the end of each of the Company’s accountants not being “independent” first three fiscal quarters of each fiscal year (or such shorter period as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereundermay in the future prescribe), reports on Form 6-K (or any successor form) containing substantially the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so same information required to be filed, elect to make a filing on an alternative form contained in Form 10-Q (or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”successor form) and (biii) if promptly from time to time after the Company makes such occurrence of an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not event required to file be therein reported, such reports, documents and other reports on Form 6-K (or any successor form) containing substantially the same information separately under the applicable rules and regulations of the SEC required to be contained in Form 8-K (after giving effect to or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(asuccessor form).

SEC Reports. Notwithstanding that the Company may (a) Whether or not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderCommission, so long as any Series of Securities are outstanding, if not filed electronically through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company maywill furnish to the Holders of such Securities or cause the Trustee with respect to such Series of Securities (provided that the Company shall reimburse the Trustee for its out-of-pocket expenses associated therewith) to furnish to the Holders of such Securities, within the time periods specified in lieu of making such filing or transmitting or making available the information, documents Commission’s rules and regulations: (1) all quarterly and annual reports so that would be required to be filed, elect to make a filing filed with the Commission on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) Forms 10-Q and 10-K if the Company shall in any event were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s independent registered public accounting firm; and (2) all current reports that would be required to make be filed with the SEC on Form 8-K if the Company were required to file such filing and so transmit or make available such audited or reviewed financial statements or information no later than reports. In addition, the first anniversary Company will file a copy of each of the date reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on which its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time, the same was otherwise required pursuant Company is no longer subject to the preceding provisions periodic reporting requirements of this Section 405 (such initial datethe Exchange Act for any reason, the “Reporting Date”Company will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission. (b) For so long as any Series of Securities remain outstanding, if at any time they are not required to file with the Commission the reports required by paragraphs (a) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports4.3, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not and any guarantors of such Securities will furnish to the Holders of such Securities and to securities analysts and prospective investors, upon their request, the information required to file be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information separately under contained therein or determinable from information contained therein, including the applicable rules and regulations Company’s compliance with any of its covenants hereunder (as to which the SEC (after giving effect Trustee is entitled to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(arely exclusively on Officers’ Certificates).

SEC Reports. Notwithstanding The Company has filed all forms, reports and documents with the SEC that the Company may not be have been required to be or remain subject filed by it under applicable laws prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (unless all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be so filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished or made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (y▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company ’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports. Neither the Company nor any of TIA § 314(a)its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that (a) Except as set forth in Section 3.7 of the Company may not be Disclosure Schedule, each of the Company and the Partnership has filed all required to be or remain subject to forms, and reports with the reporting SEC since January 1, 2001 (collectively, the “Company SEC Reports”), all of which were prepared in all material respects in accordance with the applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of the SEC thereunder)their respective dates, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that SEC Reports (a) complied as to form in all material respects with the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary applicable requirements of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) Securities Laws and (b) if did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company makes such an election SEC Reports (including the related notes and such filing has not been madeschedules) fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries, or such information, documents and reports have not been transmitted or made availablethe Partnership, as the case may be, within 90 days after such Reporting Dateas of its date and each of the consolidated statements of income, liquidated damages will accrue on retained earnings and cash flows of the Notes at a rate of 0.50% per annum from Company or the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availablePartnership, as the case may be, included in or incorporated by reference into the Company SEC Reports (including any related notes and (yschedules) fairly presents in all material respects the first anniversary results of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless operations, retained earnings or cash flows, as the case may be, of the number of such elections by Company and the Company). The Company will be deemed to have satisfied Subsidiaries, or the requirements of this Section 405 if any Parent files and provides reportsPartnership, documents and information of as the types otherwise so requiredcase may be, for the periods set forth therein, in each case within in accordance with GAAP consistently applied during the applicable time periodsperiods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end audit adjustments which would not be material in amount or effect. Except for the Partnership, no Company Subsidiary is not required to file such reports, documents and information separately under any form or report with the applicable rules and regulations SEC. The certificates of the SEC (after giving effect to any exemptive relief) because Chief Executive Officer and Chief Financial Officer of the filings Company or the Partnership, as the case may be, required by such ParentRules 13a-14 and 15d-14 of the Exchange Act with respect to the Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company also will comply has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the other provisions requirements under Rules 13a-15 and 15d-15 of TIA § 314(a)the Exchange Act.

SEC Reports. Notwithstanding that (a) Each of the Company may not be and the Partnership has filed all reports, schedules, forms, statements and other documents required to be or remain subject to filed with the reporting SEC since January 1, 2002 through the date hereof (collectively, the “Company SEC Reports”), all of which, at the time of filing thereof, complied in all material respects with all applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company SEC Reports. None of the Company SEC Reports at the time of filing contained, nor will file any report, schedule, form, statement or other document filed by the Company or the Partnership after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Reports or of the Partnership included or incorporated by reference in the Company SEC Reports complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, or will be if filed after the date hereof, prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present if filed after the date hereof, in all material respects in accordance with the SEC applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company and its Subsidiaries or of the Partnership and its Subsidiaries, as the case may be, in each case taken as a whole, as of the dates thereof and the consolidated results of operations, shareholders’ and partners’ equity and cash flows for the periods then ended (unless such filing is not except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act or by the SECAct), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after has established and maintains disclosure controls and procedures and has otherwise operated in compliance with the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names requirements under Rules 13a-15 and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result 15d-15 of the Company’s accountants not being Exchange Act. The Company has designed and maintains a system of “independentinternal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and the Partnership. (b) Except as set forth in Sections 3.7(b) and 3.8 of the Company Disclosure Schedule, there are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and the Company Subsidiaries, taken as a whole, other than (i) liabilities disclosed in the Company SEC Reports filed prior to the date hereof (the “Company Filed SEC Reports”), (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with this Agreement and the contemplated Mergers, and (iii) liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2005 as would not individually or in the aggregate reasonably be likely to have a Company Material Adverse Effect. (c) The Company has previously provided or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC as exhibits to the Company SEC Reports pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations of the SEC promulgated thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoIf, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied furnished the reports referred to above to the Trustee and the Holders if any direct or indirect Parent is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 if any Parent files is for informational purposes only and provides reports, documents and information the Trustee’s receipt (or constructive receipt) of the types otherwise so requiredforegoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in each case within including the applicable time periodsCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, and the Trustee is not obligated to confirm that the Company is not required has complied with its obligations contained in this Section 405 to file such reports, documents reports with the SEC or post such reports and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)on its website.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non‑GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form provided or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required furnished pursuant to the preceding provisions first paragraph of this Section 405 (4.02(a) may, at the option of the Company, be those of such initial dateparent company, rather than those of the “Reporting Date”) and (b) Company, and, if the Company makes so elects in any such an election and case, may be filed, provided or furnished by such filing has not been madeparent company; provided that financial information of such parent company so filed, provided or furnished include a reasonable explanation of the material differences (if any) between the information relating to such informationparent company, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsone hand, and the information relating to the Company is not required to file such reportsand its consolidated Subsidiaries on a standalone basis, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with on the other provisions of TIA § 314(a)hand.

SEC Reports. Notwithstanding that the Company may not be required Litronic has made available to be BIZ or remain subject to the reporting requirements its counsel correct and complete copies of Section 13(a) or 15(d) of the Exchange Acteach report, the Company will file schedule, registration statement and definitive proxy statement filed by Litronic with the SEC on or after June 11, 1999 (unless such filing is not permitted under the Exchange Act or by the SEC"Litronic SEC Documents"), so long as which are all the Notes are Outstanding, the annual reports, information, documents and (other reports than preliminary material) that the Company is Litronic was required to file with the SEC pursuant on or after that date. In addition, Litronic has made available to such Section 13(a) or 15(d) or would be so required BIZ all exhibits to file if the Company were so subject. The Company will also, within 15 days after Litronic SEC Documents filed prior to the date on hereof which are (i) requested by BIZ and (ii) are not available in complete form through ▇▇▇▇▇ ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the Company was so required to file or would be so required to file if the Company were so subjectEffective Time. As of their respective dates or, transmit by mail to all Holders (as their names and addresses appear in the Note Registercase of registration statements, their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), none of the Litronic SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary in order to make the foregoingstatements therein, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result light of the Company’s accountants circumstances under which they were made, not being “independent” (as defined pursuant to misleading, and the Litronic SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableAct, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations promulgated by the SEC thereunder. Litronic has filed all documents and agreements that were required to be filed as exhibits to the Litronic SEC Documents and all material contracts so filed (and those to be filed with any Litronic SEC Documents) as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Litronic nor any of the SEC (after giving effect to any exemptive relief) because of the filings by such ParentLitronic Subsidiaries is in default thereunder. The Company also will comply Litronic Disclosure Schedule lists such material contracts required to be filed with the other provisions of TIA § 314(a)SEC that have not yet been filed with any Litronic SEC Documents.

SEC Reports. Notwithstanding The Company has filed all forms, reports and documents with the SEC that the Company may not be have been required to be or remain subject filed by it under applicable laws prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (unless all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be so filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished or made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (yE▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company ’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports. Neither the Company nor any of TIA § 314(a)its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that (a) The Company has furnished the Company may not be required Purchasers with true and complete copies (including all amendments thereof) of its (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and 1998 as filed with the SEC, (ii) all other documents filed with the SEC (pursuant to be or remain subject to the reporting requirements of Section 13(a13, 14(a) or and 15(d) of the Exchange Act) and the Canadian securities regulatory authorities since January 1, the Company will file 1996 and (iii) all registration statements filed with the SEC since January 1, 1996, which are all the documents (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports than preliminary material) that the Company is filed or was required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after Canadian securities regulatory authorities from that date through the date on which hereof (clauses (i) through (iii) being referred to herein collectively as the Company was so required "SEC REPORTS"). Except to file the extent they may have been subsequently amended or would be so required otherwise modified prior to file if the Company were so subjectdate hereof by subsequent reporting or filings, transmit by mail to all Holders as of their respective dates, the SEC Reports (as their names and addresses appear the same may have been amended or otherwise modified) complied in all material respects with the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act or the Exchange Act and the rules and regulations of the SEC thereunder)thereunder applicable to such reports and registration statements. Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) From the date hereof through the Closing Date, the Company may, in lieu will promptly furnish to the Purchasers upon their being filed copies of making such filing or transmitting or making available the information, any documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) filed by the Company shall with the SEC or the Canadian securities regulatory authorities (the "INTERIM SEC REPORTS"). As of their respective dates, the Interim SEC Reports will comply in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than all material respects with the first anniversary requirements of the date on which Securities Act or the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect thereunder applicable to such reports and registration statements. As of their respective dates, the Interim SEC Reports will not contain any exemptive relief) because untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the filings by such Parentcircumstances under which they were made, not misleading. (c) The audited consolidated financial statements as at and for the period ended December 31, 1998 of the Company included in the SEC Reports (the "1998 FINANCIAL STATEMENTS") comply as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company also will comply and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended and (iii) are in all material respects in agreement with the books and records of the Company and its subsidiaries. (d) Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the unaudited interim financial statements of the Company as at and for all periods commencing on or after January 1, 1999 included in the SEC Reports or the Interim SEC Reports comply, or in the case of the Interim SEC Reports will comply, as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the SEC Reports or in the Interim SEC Reports: (i) have been, or in the case of the Interim SEC Reports will be, prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present or will present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject to normal year-end audit adjustments and any other provisions adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (iii) are, and will be, in all material respects in agreement with the books and records of TIA § 314(a)the Company and its subsidiaries. (e) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of the Company and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company's or any of its subsidiaries' accounting system or records, or access thereto, is under the control of a Person who is not an employee of the Company or such subsidiary. (f) The Company, along with its subsidiaries, had less than $25,000,000 of aggregate sales in the United States in the most recently completed fiscal year, and as of March 31, 1999 owned, either directly or indirectly, assets in the United States with an aggregate book value of less than $15,000,000.

SEC Reports. Notwithstanding that Buyer has filed with the Company may not be SEC all forms, reports and documents required to be or remain subject to filed by Buyer since January 1, 2013 (collectively, the reporting “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (i) were prepared in all material respects in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Securities Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcase may be, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderthereunder applicable to such Buyer SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning any Buyer SEC Report as of any time other than the date or period with respect to which it was filed. None of Buyer’s subsidiaries is required to file any forms, reports or other documents with the SEC. The chief executive officer and the chief financial officer of Buyer have signed, and Buyer has filed with the SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Buyer nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 2.2(g), the Company may, term “file” shall be broadly construed to include any manner in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make which a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements document or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply filed with the other provisions of TIA § 314(a)SEC.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless to the extent the SEC will accept such filing is not permitted under filings) and provide the Trustee and Noteholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that so long as Parent is a Guarantor of the Notes and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SECSEC (or any successor provision), the reports, information and other documents required to be filed and provided as described hereunder may, at the Company’s option, be filed by and be those of Parent rather than the Company. Additionally, the Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports, information and documents referred to in this paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management discussion and analysis,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately freely transferable under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that (a) Since December 31, 2010, the Company may not be has filed with or furnished to the SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (all such documents filed subsequent to December 31, 2010, collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by the Company with or remain subject furnished by the Company to the reporting SEC in a timely manner. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, on the date of such amending or superseding filing), (i) the Company SEC Reports complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects with the requirements of Section 13(a) or 15(d) of NASDAQ, the Exchange Securities Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available2002, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (after giving effect ii) the Company SEC Reports did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any exemptive relief) because untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the filings by such Parentcircumstances under which they were made, not misleading. The Company also will comply Subsidiary is not required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company and the Company Subsidiary have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) regarding the reliability of the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. The Company has disclosed, based on the most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other provisions employees who have a significant role in the Company’s internal control over financial reporting. The Company has provided to Parent prior to the date of TIA § 314(athis Agreement (i) a summary of any such disclosure made by the Company to the Company’s auditors and the audit committee of the Company Board since December 31, 2010 and (ii) any communication since December 31, 2012 made by the Company’s auditors to the audit committee of the Company Board required or contemplated by listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. (d) The Company, since December 31, 2010, has complied in all material respects with, and is in compliance in all material respects with, all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or the Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (e) Neither the Company nor the Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or the Company Subsidiary in the Company’s published financial statements or other Company SEC Reports. (f) The Company has made available to Parent accurate and complete copies of all material correspondence since December 31, 2010 through the date hereof between the SEC, on the one hand, and the Company and the Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Reports containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Report is the subject of ongoing review, comment or investigation by the SEC.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company they were so subject. Neither Parent nor the Issuers will be required under the terms of this Indenture or the Notes to file or cause to be filed with the SEC or otherwise provide separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Col- lateral. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all Holders (applicable Holders, as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are is not reasonably available on a timely basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyCompany or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding (a) So long as the Notes are outstanding, at any time that the Company may not be required to be or remain Issuer is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company Issuer will file with furnish to the SEC (unless Trustee and make available on the Issuer’s website copies of such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, and quarterly reports and such information, documents and other reports that the Company is as are required to file with the SEC pursuant to such Section 13(a) or under Sections 13 and 15(d) or would be so required to file if of the Company were so subject. The Company will also, Exchange Act within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and or other reports (without exhibits) so required to be filed. Notwithstanding were filed with the foregoingSEC; provided, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)however, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) so long as Parent is a Guarantor of the Company shall in any event be Notes, the reports, information and other documents required to make such filing be filed and so transmit or make available such audited or reviewed financial statements or information no later provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) Issuer and (b) if in the Company makes event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such an election and report, information or other document containing financial statements of Parent, Parent shall include in such filing has not been madereport, information or such information, documents and reports have not been transmitted or made available, other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date SEC) with respect to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)Issuer. The Company Issuer or Parent will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file furnished such reports, information and documents to the Trustee if the Issuer or Parent has filed such reports, information and information separately under the applicable rules and regulations of documents with the SEC (after giving effect to any exemptive relief) because of via the filings by ▇▇▇▇▇ filing system or has made available such Parentreports, information and documents on its website. The Company also will comply Trustee shall have no responsibility to ensure that such filing has occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the other provisions of TIA § 314(aTrustee is entitled to rely exclusively on Officers’ Certificates). (b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. Notwithstanding that (a) The Company has filed in a timely manner with the Company may not be Securities and Exchange Commission (the "SEC") all proxy statements, reports, and other documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of filed by it under the Exchange Act, including its Annual Report on Form 10-K for the Company will file fiscal year ended December 31, 1994 (collectively, the "SEC Reports"). Each SEC Report was in substantial compliance with the SEC (unless such filing is requirements of its respective report form and did not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after on the date on which the Company was so required of filing contain any untrue statement of a material fact or omit to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary to make the foregoingstatements therein, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result the light of the Company’s accountants circumstances under which there were made, not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and misleading. (b) if The financial statements (including any related schedules and/or notes) included in the SEC Reports have been prepared in accordance with generally accepted accounting principles consistently followed (except as indicated in the notes thereto) throughout the periods involved and fairly present the consolidated financial condition, results of operations and changes in stockholders' equity of the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, its subsidiaries as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of dates thereof and for the periods ended on such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, dates (in each case within the applicable time periodssubject, as to interim statements, to changes resulting from normal year-end audit adjustments (none of which will be material in amount or effect)), and the Company is has no material liabilities, contingent or otherwise, not required reflected in the balance sheet as of December 31, 1994 included in the SEC Reports or otherwise referred to file in the SEC Reports or otherwise disclosed to the Purchaser in writing prior to the execution by the Purchaser of this Agreement, other than any such reportsliabilities incurred in the ordinary course of business since December 31, documents and information separately under 1994. There has been no material adverse change in the applicable rules and regulations business, prospects, condition or operations (financial or otherwise) of the Company and its subsidiaries taken as a whole from that set forth in the SEC (after giving effect Reports, other than changes disclosed or referred to any exemptive relief) because in the SEC Reports or otherwise disclosed to the Purchaser in writing prior to the execution by the Purchaser of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)this Agreement.

SEC Reports. Notwithstanding that (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company may not shall furnish to the holders of Notes, within the time periods specified in the SEC's rules and regulations: (i) all quarterly and annual financial information that would be required to be or remain subject contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations," any and all separate financial information of the Guarantors required under Rule 3-10 of Regulation S-X under the Securities Act, and, with respect to the reporting requirements annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. provided, that any information accepted for filing by the SEC shall be deemed to have been furnished to the Holders of Section 13(a) or 15(d) Notes for purposes hereof; and provided further, that the Company shall be deemed to have furnished to the Holders of the Exchange ActNotes for purposes hereof the information and reports referred to in clauses (i) and (ii) above upon the Company's delivery to the Trustee of such information and reports, together with a Company Order instructing the Trustee to deliver such information and reports to the Holders of Notes at the Company's expense. (b) In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request; In accordance with the provisions of TIA § 314(a), the Company, at its expense, shall file with the Trustee, within 15 days after it files them with the SEC (unless or if any such filing is not permitted under the Exchange Act or by Act, 15 days after the SECCompany would have been required to make such filing), so long as copies of such reports and documents. (c) In addition, the Notes are Outstanding, Company shall cause the Guarantors to file with the SEC the annual reports, information, documents quarterly reports and other documents required to be filed by them pursuant to Sections 13 and 15 of the Exchange Act and, at the Company's expense, to file with the Trustee, within 15 days after filing them with the SEC, copies of such reports that and documents which the Company is Guarantors are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register)SEC, and to comply, to the Trustee extent required, with the provisions of TIA §314(a). (or make available on a Company websited) copies of So long as any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)Notes are evidenced by Global Notes, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required also agrees to be filed, elect to make a filing on an alternative form or transmit or promptly make available unaudited or unreviewed financial statements or information substantially similar to any such required audited or reviewed financial statements or information, provided that (a) reports and documents filed by the Company shall in or any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect Guarantor to any exemptive relief) because beneficial owner of the filings Notes upon written request by such Parent. The Company also will comply with the other provisions of TIA § 314(a)beneficial owner.

SEC Reports. Notwithstanding that (a) So long as any Notes are outstanding, the Company may shall furnish to the Trustee: (1) within 90 days after the end of each fiscal year, annual reports of the Company containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information was included in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) audited financial statements prepared in accordance with GAAP or, to the extent the Company is a reporting company, the Annual Report on Form 10-K as filed under the Exchange Act; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Company containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information was provided in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision) or the Quarterly Report on Form 10-Q under the Exchange Act actually filed while the Company is a reporting company; and (3) within five Business Days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act, current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided, however, that no such current report shall be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, taken as a whole; provided, however, that such reports (A) shall not be required to be comply with Section 302 or remain subject to Section 404 of the reporting requirements ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Section 13(a) 2002, or 15(drelated Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) shall not be required to contain the Exchange Actseparate financial information for Guarantors contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC. The availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service shall be deemed to satisfy the delivery obligation of the Company. (b) So long as any Notes are outstanding, the Company will file with shall also maintain a public website to which all of the SEC (unless such filing is not permitted reports required by Section 4.02(a) are posted. In addition, the Company shall furnish to Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act or by the SEC), so long as the Notes are Outstanding, not freely transferable under the annual Securities Act. Delivery of such reports, informationinformation and documents to the Trustee is for informational purposes only and the Trustee’s receipt (or constructive receipt) of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, documents and other reports including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee is not obligated to confirm that the Company is required has complied with its obligations to file such reports with the SEC pursuant to Commission or post such Section 13(a) or 15(d) or would be so required to file if reports and information on its website. Unless the Company were so subject. The Company will alsois a reporting company under the Exchange Act, within 15 days no later than five Business Days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names annual and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and quarterly financial reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined have been furnished pursuant to the Exchange Act and the rules and regulations of the SEC thereunderSection 4.02(a), the Company may, in lieu shall use its commercially reasonable efforts to hold a live conference call (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of making the Company or its Subsidiaries or any direct or indirect parent of the Company) with the opportunity for participants to ask questions of management. No fewer than three Business Days prior to the date such filing or transmitting or making available the information, documents and reports so required conference call is to be filedheld, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such conference call. Notwithstanding any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateforegoing, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied furnished such reports referred to above to the requirements of this Section 405 Trustee and the Holders if any Parent files and provides reports, documents and information of the types otherwise so requiredit has filed (or, in each the case within the applicable time periodsof an Item 2.02 or Item 7.01 Form 8-K, and the Company is not required to file furnished) such reports, documents and information separately under the applicable rules and regulations of reports with the SEC (after giving effect to any exemptive relief) because of the filings by and such Parent. The Company also will comply with the other provisions of TIA § 314(a)reports are publicly available.

SEC Reports. Notwithstanding that the The Company may not be has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or remain subject to furnished, as applicable by the reporting requirements of Section 13(a) or 15(d) of Company under the Securities Act and the Exchange Act, for the Company will file with the SEC one (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a1) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after year preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website“SEC Reports”) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. The SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as a result applicable. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder, that are required to be described in the SEC Reports that were not described, in all material respects, as required in the SEC Reports. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder, that are required to be filed as exhibits to the SEC Reports will not have been filed as required therein. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderknowledge, threatened orally), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations regarding any accounting practice of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Company.

SEC Reports. Notwithstanding that (a) The Company will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, whether or not the Company will file with the SEC (unless is subject to such filing is not permitted under the Exchange Act or by the SEC)requirements, so long as the Notes are OutstandingSEC will accept such filings; provided, the annual reportshowever, information, documents and other reports that the Company is shall not be required to file with the SEC pursuant make any such filings prior to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1997 would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so have been required to be filed. Notwithstanding filed if, at the foregoing, if any audited or reviewed financial statements or information time such filings would have been required to be included in any such filing are not reasonably available on a timely basis as a result of made with the Company’s accountants not being “independent” SEC, either (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (ai) the Company shall in any event be have provided to each Holder of the Notes the information that would have been required to make be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing and so transmit required to be made under Section 13 or make available 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such audited exhibits to any Holder of the Notes upon request. The Company (at its own expense) shall file with the Trustee within 100 days after the end of each fiscal year of the Company, or reviewed financial statements or information no later than within 50 days after the end of each of the first anniversary three fiscal quarters of each fiscal year of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableCompany, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on copies of the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, annual reports or such information, documents and reports have been transmitted or made availableunaudited quarterly consolidated financial statements, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reportsinformation, documents and information other reports (or copies of such portions of any of the types otherwise so requiredforegoing as the SEC may be rules and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, in each case within the applicable time periodsCompany shall also comply with the provisions of TIA Section 314(a). (b) At the Company's expense, and regardless of whether the Company is not required to file furnish such reportsreports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, documents the Company shall cause such reports and other information separately to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 100 days after the end of each fiscal year of the Company, or within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, as the case may be. Such reports shall be delivered to the Registrar and the Registrar will mail them, at the Company's expense, to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (c) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the applicable rules and regulations Securities Act; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is three years (or such other date as the Notes shall be freely transferable pursuant to Rule 144) from the later of (i) the date such Note (or any predecessor Note) was acquired from the Company or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the SEC (after giving effect to any exemptive relief) because Company within the meaning of Rule 144 under the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, transmit by mail the “Termination Date”) as the Company is not required to all Holders (as their names and addresses appear in the Note Register), and be subject to the Trustee (reporting requirements of Section 13(a) or make available on a 15(d) of the Exchange Act and the Company website) copies of any such is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee: (without exhibitsi) so within 105 days following the end of each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company would otherwise be required to consolidate under GAAP; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to consolidate under GAAP; and (iii) information substantially similar to the information that would be required to be filed. Notwithstanding included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, if for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the financial statements or information, documents and reports so required to be filed, transmitted or made available, as the case may be, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (ai) the Company shall in any event be required to make such filing and so transmit or make available available, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (bii) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent, in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available or in the case of paragraph (b), furnishes or makes available information regarding such Parent files and provides of the type otherwise required with respect to the Company under such paragraph (b). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and information the Trustee’s receipt (or constructive receipt) of the types otherwise so requiredforegoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in each case within including the applicable time periodsCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, and the Trustee is not obligated to confirm that the Company is not required has complied with its obligations contained in this Section 405 to file such reports, documents reports with the SEC or post such reports and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)on its website.

SEC Reports. Notwithstanding (A) The Company shall deliver to the Trustee, no later than the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, that the Company may shall not be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the Commission; provided further, each such report will be or remain deemed to be so delivered to the Trustee if the Company files such report with the Commission through the Commission’s ▇▇▇▇▇ database no later than the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act). In the event the Company is at any time no longer subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act, the Company will shall continue to provide the Trustee and, upon request, any Holder, within the time period that the Company would have been required to file such reports with the SEC Commission (unless such filing is not including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act or by the SECAct), so long as the Notes are Outstanding, the annual reports, information, documents and other quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports that the Company is required to file filed with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file Commission if the Company were so subject. The Company will alsosubject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, within 15 days after including, with respect to annual information only, a report thereon by the date on Company’s certified independent public accountants as such would be required in such reports filed with the Commission and, in each case, together with a management’s discussion and analysis of financial condition and results of operations which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will shall comply with the other provisions of TIA Trust Indenture Act § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificates).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the any Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. The Company will also, within 15 days after be deemed to have satisfied the date on which the Company was so required to file or would be so required to file requirements of this Section 404 if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such informationParent files reports, documents and reports (without exhibits) information of the types otherwise so required required, in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to be filedsuch Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, if If any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or such Parent may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filedfiling, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or such Parent shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 404 (such initial date, the “Reporting Date”) and (b) if the Company or such Parent makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). Reports by the Company or Guarantors delivered to the Trustee are for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will Trustee shall not be deemed obligated to monitor or confirm, on a continuing basis or otherwise, its compliance with the covenants or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ or any website under this Indenture, or participate in any conference calls. The Trustee shall have satisfied the requirements of this Section 405 if any Parent files and provides reportsno obligation to determine whether or not such information, documents and information or reports have been filed pursuant to the SEC’s E▇▇▇▇ filing system (or its successor) or postings to any website have occurred. The Trustee shall have no liability or responsibility for the filing, timeliness, or content of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. (a) Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will (i) file with the SEC or (unless ii) make publicly available to the Trustee and the registered Holders of the Notes: (1) all quarterly and annual information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such filing is not permitted under Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the Exchange Act or annual information only, a report on the annual financial statements by the SEC), so long as Company’s certified independent registered accounting firm; and (2) all current information that would be required to be filed with the Notes are Outstanding, SEC on Form 8-K if the annual Company were required to file such reports, information, documents and other reports . (b) In the event that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required permitted to file such reports, documents and information separately under with the applicable SEC pursuant to the Exchange Act, the Company will nevertheless make publicly available such Exchange Act information to the Trustee and the Holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a) in the case of quarterly reports, within 15 days after the time period specified in the SEC’s rules and regulations and (b) in the case of annual reports, within 30 days after the time period specified in the SEC’s rules and regulations. (c) In addition, the Company and the Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For purposes of this Section 4.03(c), the Company and the Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.03 if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system or such reports are publicly available. Delivery of reports information, notifications and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely on Officer’s Certificates). The Trustee shall not have any liability or responsibility for the filing, posting, timeliness or content of any such reports or information. (d) The Parent Guarantor or any successor parent may satisfy the obligations of the SEC Company set forth in Section 4.03(a) through (after giving effect to c) provided that if the Parent Guarantor or any exemptive relief) because successor parent does not conduct substantially all of its business through the Company then the Parent Guarantor or any successor parent shall identify any material differences in the net income and revenues of the filings by Parent Guarantor on a consolidated basis vs. those of the Company on a consolidated basis. (e) Notwithstanding anything contained in this Indenture, if not filed with the SEC but made publicly available to the Trustee and the registered Holders of the Notes in the event that the Company or the Parent Guarantor or any successor parent is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (a) such Parent. The Company also information will not be required to comply with Section 302 or Section 404 of the other provisions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of TIA § 314(a)2002, or related Items 307 and 308 of Regulation S- K promulgated by the SEC and (b) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or Subsidiaries whose securities are pledged to secure the Notes as contemplated by Rule 3-16 of Regulation S-X or any financial statements of unconsolidated Subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or by and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the SEC), so long as times specified for the Notes are Outstanding, filings of such reports under such Sections and containing all the annual reports, information, documents audit reports and other reports that exhibits required for such reports. If at any time, the Company is required not subject to file the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC pursuant within the time periods required unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such Section 13(a) or 15(d) or filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would be so required to file apply if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if those reports with the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filedSEC. Notwithstanding the foregoing, the Company shall be entitled to satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Holders with such Registration Statement (and any audited or reviewed amendments thereto) promptly following the filing thereof. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be included in any such filing delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately freely transferable under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such ParentSecurities Act. The Company also will shall comply with the other provisions of TIA § Section 314(a).

SEC Reports. Notwithstanding that the (a) The Company may not be has filed all forms, reports, registration statements and other documents required to be filed by it with the SEC since January 1, 2014 (the “Applicable Date”). As used in this Section 3.4 and in Section 4.4, the term “file” shall be broadly construed to include any manner in which a document or remain information is filed, furnished, transmitted, supplied, or otherwise made available to the SEC. (b) Each of the Company’s forms, reports, registration statements, and other documents filed by the Company with the SEC since the Applicable Date (such forms, reports, registration statements, and other documents, whether or not available through ▇▇▇▇▇, are collectively referred to herein as the “Company SEC Reports”) and the Certifications (i) as of the date of the filing thereof, complied as to form with the requirements of the Securities Act, the Exchange Act and SOX, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff, and, to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the SEC pursuant to such Section 13(aSEC. (c) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register)is, and to since August 1, 2016, has been, in compliance with the Trustee (or make available on a Company website) copies of any such information, documents applicable listing and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the corporate governance rules and regulations of the SEC thereunderOTC. The Company is, and since the Applicable Date has been, in compliance with the applicable provisions of SOX. (d) The Company and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), the Company may, in lieu of making and such filing or transmitting or making available the information, documents controls and reports so procedures are reasonably designed to ensure that (i) all information required to be fileddisclosed by the Company in the reports that it files under the Exchange Act is recorded, elect processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to make the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) The Company and its Subsidiaries have implemented and maintain a filing on an alternative form or transmit or make available unaudited or unreviewed system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements or information substantially similar for external purposes in accordance with GAAP. (f) Since the Applicable Date, (i) there have not been any changes in the Company’s internal controls over financial reporting that are reasonably likely to such required audited or reviewed materially affect the Company’s and its Subsidiaries’ internal controls over financial statements or information, provided that reporting; (aii) the Company shall has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board any “significant deficiency” or “material weakness” in the design or operation of the Company’s internal controls over financial reporting which are reasonably likely to adversely affect in any event be required material respect the Company’s and its Subsidiaries’ ability to make such filing record, process, summarize, and so transmit or make available such audited or reviewed report financial statements or information no later than the first anniversary information; and (iii) none of the date on which Company, the same was otherwise required pursuant to Company’s outside auditors or the preceding provisions audit committee of the Company Board has received any oral or written notification of any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Section 405 Agreement, “significant deficiency” and “material weakness” have the meanings assigned to such terms in the Statements of Auditing Standard No. 60, as in effect on the date hereof. (such initial dateg) Since the Applicable Date, the “Reporting Date”) and (b) if neither the Company makes such an election and such filing nor any of its Subsidiaries has not been madereceived or has otherwise had or obtained Knowledge of any complaint, allegation, assertion, or such informationclaim, documents and reports have not been transmitted whether written or made availableto a whistleblower hotline, as regarding the case may beaccounting or auditing practices, within 90 days after such Reporting Dateprocedures, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been mademethodologies, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless methods of the number Company or any of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if its Subsidiaries or their internal control over financial reporting, including any Parent files and provides reportscomplaint, documents and information of the types otherwise so requiredallegation, in each case within the applicable time periodsassertion, and or claim that the Company is not required to file such reports, documents and information separately under the applicable rules and regulations or any of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Reports. Notwithstanding that Except as set forth in the SEC Reports, the Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by the Company under the Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, the Company will file with as applicable, and none of the SEC (unless such filing is not permitted under the Exchange Act Reports, when filed, contained any untrue statement of a material fact or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required omitted to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filedstated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, if any audited or reviewed The financial statements or information required to be of the Company included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC thereunder), Commission with respect thereto as in effect at the Company may, in lieu time of making such filing filing. No other financial statements or transmitting or making available the information, documents and reports so supporting schedules are required to be filedincluded in the Registration Statement, elect to make the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a filing on an alternative form or transmit or make available unaudited or unreviewed consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or information substantially similar to such required audited or reviewed the notes thereto and except that unaudited financial statements or informationmay not contain all footnotes required by GAAP, provided that (a) and fairly present in all material respects the financial position of the Company shall and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may beof unaudited statements, within 90 days after such Reporting Dateto normal, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been madeimmaterial, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)year-end audit adjustments.

SEC Reports. Notwithstanding that Since June 30, 2005, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that were required to be so filed or remain subject to furnished (as applicable) by it under the reporting requirements Exchange Act or the Securities Act and, after the date of Section 13(a) or 15(d) this Agreement and until the expiration date of the Exchange ActOffer, the Company will file all forms, reports and documents with the SEC (unless such filing is not permitted that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies expiration date of any such information, documents and reports (without exhibits) so the Offer that are not required to be filed. Notwithstanding the foregoingso filed or furnished, if any audited or reviewed financial statements or information required being collectively referred to be included in any such filing are not reasonably available on a timely basis herein as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made, ). Each SEC Report complied or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date as of its respective effective date (in the case of the SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act), liquidated damages will accrue on as of its respective filing date (in the Notes at a rate case of 0.50% per annum from all other SEC Reports), or, in each case, if amended prior to the date that is 90 days after such Reporting Date to the earlier hereof, as of (x) the date on which such filing has been madeof the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or such information, documents and reports have been transmitted or made availablethe Exchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the with all applicable rules and regulations of the Securities Act, the Exchange Act or as otherwise promulgated by the SEC, each as in effect on the date such SEC Report was filed. True and correct copies of all Company SEC Reports filed since June 30, 2005 until prior to the date hereof, whether or not required under the Securities Act or the Exchange Act have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (after giving effect ▇▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as publicly available from the SEC, since June 30, 2005 the Company has not received from the SEC any written comments or questions with respect to any exemptive relief) because of the filings SEC Reports (including the financial statements included therein) or any registration statement filed by such Parent. The Company also will comply it with the SEC or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other provisions documents with the SEC. No executive officer of TIA § 314(a)the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject to filed by the reporting requirements of Section 13(a) or 15(d) of Company under the Securities Act and the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderCommission promulgated thereunder (the “Rules and Regulations”), including pursuant to Section 13(a) or 15(d) thereof, for the two-year period preceding the date hereof (or such shorter period as the Company maywas required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in lieu all material respects with the requirements of making such filing the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) in the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which they were made, not misleading. The agreements and documents described in the same was otherwise required pursuant Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, and the SEC Reports conform in all material respects to the preceding provisions of this Section 405 (such initial datedescriptions thereof contained therein, and there are no agreements or other documents required by the Securities Act and the Rules and Regulations to be described in the Registration Statement, any Preliminary Prospectus, the “Reporting Date”) and (b) if Pricing Disclosure Package, the Company makes such an election and such filing has not been madeProspectus or the SEC Reports, or such informationto be filed with the Commission as exhibits to the Registration Statement, documents and reports which have not been transmitted so described or made availablefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and that (i) is referred to in the Registration Statement, the Prospectus, the Pricing Disclosure Package or the SEC Reports, or (ii) is material to the business of Company, has been duly authorized and validly executed by the Company, as applicable, is in full force and effect in all material respects and is enforceable against the case may beCompany, within 90 days after such Reporting Dateas applicable, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date and, to the earlier of Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the date on which such filing has been made, or such information, documents federal and reports have been transmitted or made available, as the case may bestate securities laws, and (yz) that the first anniversary remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any Proceeding therefore may be brought. None of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections agreements or instruments has been assigned by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required in default thereunder, and, to file such reportsthe Company’s knowledge, documents and information separately under no event has occurred that, with the applicable rules and regulations lapse of time or the giving of notice, or both, would constitute a default thereunder. Performance by the Company, as applicable, of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other material provisions of TIA § 314(a)such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of their respective assets or businesses, including, without limitation, those relating to environmental laws and regulations.

SEC Reports. Notwithstanding that (a) Since January 1, 2019 through the date of this Agreement, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2019, and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the SEC Reports or any registration statement filed by the Company with the SEC and (ii) no SEC Report nor any registration statement filed by the Company with the SEC is, to the Knowledge of the Company, the subject of ongoing SEC review. (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (f) Since January 1, 2019, no executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless Reports, and at the time of filing or submission of each such filing is not permitted under certification, such certification was true and accurate and complied with the Exchange Act or by the SEC)▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, so long as the Notes are Outstanding2019, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, transmit by mail the “Termination Date”) as the Company is not required to all Holders (as their names and addresses appear in the Note Register), and be subject to the Trustee (reporting requirements of Section 13(a) or make available on a 15(d) of the Exchange Act and the Company website) copies of any such is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee: (without exhibitsi) so within 105 days following the end of each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company would otherwise be required to consolidate under GAAP; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to consolidate under GAAP; and (iii) information substantially similar to the information that would be required to be filed. Notwithstanding included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, if for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the financial statements or information, documents and reports so required to be filed, transmitted or made available, as the case may be, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (ai) the Company shall in any event be required to make such filing and so transmit or make available available, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (bii) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reportsParent, documents and information in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the types Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the E▇▇▇▇ (or successor) filing system and such reports are publicly available or in the case of paragraph (b), furnishes or makes available information regarding such Parent of the type otherwise so required, in each case within the applicable time periods, and required with respect to the Company is not required to file under such reports, documents and information separately paragraph (b). Following the qualification of this Indenture under the applicable rules and regulations of TIA, the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect provided or furnished pursuant to make the first paragraph of this Section 4.02(a) may, at the option of the Company, be those of such parent company, rather than those of the Company, and, if the Company so elects in any such case, may be filed, provided or furnished by such parent company; provided that financial information of such parent company so filed, provided or furnished include a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or reasonable explanation of the material differences (if any) between the information substantially similar relating to such parent company, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. (b) For so long as any Notes remain outstanding and constitute “restricted securities” as defined in Rule 144 under the Securities Act, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required audited to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Company (or reviewed financial statements or informationparent company, provided that (aas applicable) files the foregoing reports and other information with the SEC, the Company shall in be deemed to have provided to the Trustee and Holders all of the foregoing reports and other information if the Company (or parent company, as applicable) has filed or furnished such reports and other information with the SEC via the ▇▇▇▇▇ filing system or any event be required to make successor electronic filing system and such reports are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of this Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default or Event of Default. (d) To the extent that any report or other information is not filed, provided or furnished within the time periods specified in this Section 405 (4.02 and such initial datereport or other information is subsequently filed, provided or furnished, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured. (e) Delivery of this Section 405 if any Parent files and provides such reports, information and documents and information of to the types otherwise so required, in each case within the applicable time periodsTrustee is for informational purposes only, and the Company Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates). The Trustee shall not required be obligated to file such reportsmonitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect to or ▇▇▇▇▇ or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website under this Indenture, or participate in any conference calls.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (Holders, as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Trustee shall have no responsibility or liability whatsoever for determining whether or not such filings have occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). So long as any Notes are outstanding, the Company also or Parent will comply (1) not later than ten Business Days after filing or furnishing a copy of the Company’s or Parent’s annual or quarterly report with the other provisions SEC or the Trustee, hold a conference call to discuss the results of TIA § 314(a)operations for the relevant reporting period, with the opportunity to ask questions of management (the Company may satisfy the requirements of this clause (1) by holding the required conference call within the time period required by this clause (1) as part of any earnings call of the Company or Parent) and (2) issue a press release to an internationally recognized wire service prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company or Parent.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or as are specified in Sections 13 and 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the rules times specified for the filings of such reports under such Sections and regulations of containing all the SEC thereunder)information, audit reports and exhibits required for such reports. If, at any time, the Company mayis not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in lieu of making such filing Exchange Act sections for a registrant that is not an accelerated filer or transmitting a large accelerated filer; provided, however, that (i) no certifications or making available attestations concerning the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited disclosure controls and procedures or reviewed financial statements or information, provided internal controls that (a) the Company shall in any event would otherwise be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Section 405 2002 shall be required (such initial dateprovided further, however, that nothing contained in the “Reporting Date”) and (b) if terms herein shall otherwise require the Company makes to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such an election and statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such filing has not been made, or such information, documents and reports have not been transmitted or made available, as in respect of Item 402 of Regulation S-K under the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on Securities Act to the Notes at a rate of 0.50% per annum from the date information identified in Item 402 that is 90 days after included other than through incorporation by reference in the Offering Memorandum (which disclosure regarding such Reporting Date to the earlier types of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages information shall be payable for any period regardless of presented in a manner consistent in all material respects with the number of such elections by disclosure so contained in the CompanyOffering Memorandum). The Company will be deemed to have satisfied ; (vi) compliance with the requirements of this Section 405 if any Parent files Item 10(e) of Regulation S-K and provides reports, documents and information of Regulation G under the types otherwise so required, in each case within the applicable time periods, and Securities Act shall not be required (but the Company is shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to file be filed by paragraph (b)(4) of such reportsItem 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, documents however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and information separately under the applicable rules and regulations paragraph (b)(10)(iii) of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Item 601 shall not be required.

SEC Reports. Notwithstanding that Since December 31, 2012, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under applicable Law, together with all certifications required pursuant to the reporting requirements ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Section 13(a2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or 15(d) prior to the date hereof, and, after the date of this Agreement and until the Exchange ActAcceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (unless as applicable) by it under applicable Law (all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Acceptance Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” furnished (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made)). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate as of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such its filing has been made, or such information, documents and reports have been transmitted or made availabledate, as to form, in all material respects with the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless applicable requirements of the number of such elections by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company). The Company will be deemed to have satisfied Securities Act or the requirements of this Section 405 if any Parent files Exchange Act and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (after giving effect ▇▇▇▇▇) database of the SEC. As of its filing date, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. To the Knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)SEC Report.

SEC Reports. Notwithstanding that (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company may will furnish to the holders of such Notes, or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“▇▇▇▇▇”), within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing by the Company with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed by the Company with the SEC on Form 8-K if the Company were required to file such reports, provided that such reports referenced in clauses (1) and (2) of this Section 4.06(a) shall not be required to contain the separate financial information for any non-consolidated entity that would be required by Rule 3-09, Rule 3-10 or remain subject to Rule 3-16 of Regulation S-X under the reporting requirements of Section 13(a) Securities Act. In addition, whether or 15(d) of not required by the Exchange ActSEC, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) of this Section 4.06(a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such filing is not permitted under a filing) and make such information available to prospective investors. In addition, the Exchange Act or by the SEC)Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the holders of such Notes are Outstandingand to prospective investors, upon their request, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Trustee shall have no responsibility to ensure that such filing are has occurred. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not reasonably available on a timely basis as a result constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s accountants not being “independent” compliance with any of the covenants under this Indenture or the Notes (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant Trustee is entitled to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue rely exclusively on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyOfficer’s Certificates). The Company will be deemed to have satisfied furnished such reports referred to in this section to the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, Trustee and the noteholders if the Company is not required to file has filed such reports, documents and information separately under the applicable rules and regulations of reports with the SEC (after giving effect to any exemptive relief) because of via the filings by ▇▇▇▇▇ filing system and such Parent. The Company also will comply with the other provisions of TIA § 314(a)reports are publicly available.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after one year preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject"SEC Reports"). As of their respective dates, transmit by mail to the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all Holders (as their names and addresses appear in material respects with the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder), as applicable and did not at the Company maytime they were filed (or if amended or superseded by a filing prior to the date of this Agreement, in lieu then on the date of making such filing filing) contain any untrue statement of material fact or transmitting or making available the information, documents and reports so omit to state a material fact required to be filedstated therein or necessary in order to made the statements therein, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed in light of the circumstances they were made, not misleading. Each of the financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredincluding, in each case within case, any related notes thereto) contained in the applicable time periodsSEC Reports (the "Company Financials"), and including any SEC Reports filed after the Company is not required date hereof until the Closing, as of their respective dates, (i) complied as to file such reports, documents and information separately under form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (after giving effect to any exemptive reliefii) because was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the filings by such ParentCompany at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of the Company also will comply as of December 31, 2005 is hereinafter referred to as the "Company Balance Sheet." Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the other provisions aggregate, material to the business, results of TIA § 314(a)operations or financial condition of the Company, except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to have a Material Adverse Effect.

SEC Reports. Notwithstanding that (a) Company previously has made available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2004 (the "Company may not 10-K"), as filed with the SEC, (ii) all proxy statements relating to Company's meetings of stockholders held or to be held after December 31, 2004 and (iii) all other documents filed by Company with, or furnished by Company to, the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"). As of their respective dates, such documents complied, and all documents filed by Company with the SEC between the date of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC requirements (including the Sarbanes-Oxley Act of 2002 and the related rules and regulations promu▇▇▇▇▇▇ ▇▇▇▇▇▇▇der) and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or remain subject necessary to make the reporting requirements statements therein, in light of Section 13(a) or 15(d) the circumstances under which they were made, not misleading. On and since January 1, 2002, Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act, the . No Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company Subsidiary is required to file any form, report or other document with the SEC. (b) Company has made available to Parent a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Company Agreements which previously have been filed by Company with the SEC pursuant to such Section 13(athe Securities Act of 1933, as amended (the "Securities Act") or 15(dExchange Act and (ii) or would be so required Company SEC Reports filed prior to file if the date hereof. Company has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the Company were so subjectSEC Reports, and the SEC has not notified Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company will alsohas made available to Parent true and complete copies of all correspondence between the SEC, within 15 days on the one hand, and Company and any of the Company Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Parent any such correspondence sent or received after the date on which hereof. To the knowledge of Company, none of the Company was so required to file SEC Reports is the subject of ongoing SEC review or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the outstanding SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)comment.

SEC Reports. Notwithstanding that (a) Since December 31, 2010, the Company may not be has filed with or furnished to the SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (all such documents filed subsequent to December 31, 2010, collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by the Company with or remain subject furnished by the Company to the reporting SEC in a timely manner. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, on the date of such amending or superseding filing), (i) the Company SEC Reports complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects with the requirements of Section 13(a) or 15(d) of NASDAQ, the Exchange Securities Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available2002, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (after giving effect ii) the Company SEC Reports did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any exemptive relief) because untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the filings by such Parentcircumstances under which they were made, not misleading. The Company also will comply Subsidiary is not required to file any forms, reports or other documents with the other provisions SEC pursuant to Section 13 or 15 of TIA § 314(a)the Exchange Act. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits

SEC Reports. Notwithstanding (a) On and after the Escrow Release Date, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon written request, the Holders, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers: (1) all quarterly and annual reports that the Company may not would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC as a “non-accelerated filer.” (b) Notwithstanding anything to the contrary, this Section 4.02 does not require the Issuer to comply with Rule 3-10 or remain Rule 3-16 of Regulation S-X (or any successor provision), or to provide separate financial statements of any Guarantor; provided that the Issuer will continue to provide qualitative information on non-Guarantor Subsidiaries substantially consistent with the information provided in the Offering Memorandum in the reports required to be delivered pursuant to Section 4.02(a)(1) above. At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and the EBITDA of such Unrestricted Subsidiaries (determined in a manner consistent with the definition of EBITDA in this Indenture) account collectively for more than 1.0% of the Issuer’s corresponding consolidated amount, then the quarterly and annual financial information required by Section 4.02 (a) will include a reasonably detailed quantitative presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or elsewhere in reports provided by the Issuer pursuant to this covenant of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) In addition, at any time on and after the Escrow Release Date when the Issuer is not subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with Issuer shall furnish to the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to prospective investors, upon the Trustee (or make available on a Company website) copies requests of such Holders, any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of any reports, information and documents to the Trustee will be for informational purposes only and the Trustee’s receipt of such filing are shall not reasonably available on a timely basis as a result constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s accountants not being “independent” compliance with any of its covenants hereunder (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company Trustee will be deemed entitled to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(arely exclusively on Officers’ Certificates).

SEC Reports. Notwithstanding that (a) Since September 28, 2015, the Company has filed or furnished (as applicable) SEC Reports at or prior to the time so required. (b) Each SEC Report complied, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and in all material respects with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not be required contain any untrue statement of a material fact or omit to be state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since September 28, 2015, through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or remain any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) other than in the case of written comments with respect to SEC Reports or registration statements that have been resolved, any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless Reports, and at the time of filing or submission of each such filing is not permitted under certification, such certification was true and accurate and complied with the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, from and after the Issue Date, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents quarterly reports and other reports that documents which the Company is would have been required to file with the SEC pursuant to the reporting requirements of such Section 13(a) or 15(d) or would be so required to file if the Company were so subject, such documents to be filed with the SEC on or prior to the respective dates by which the Company would have been required so to file such documents if the Company were so subject; provided that if the Company is a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act) the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC) the following reports by the dates indicated in satisfaction of the foregoing obligation to file reports and other documents: (i) within 120 days from the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year). The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectfiles such reports, transmit by mail to all Holders (Holders, as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company mayor, in lieu of making such filing one or transmitting more of the quarterly reports for fiscal 2003, a registration statement filed with the SEC under the Securities Act or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or informationany amendment thereto, provided such registration statement or amendment contains the information that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports would have been transmitted or made available, as the case may be, and (y) the first anniversary of included in each such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Companyreport). The Company will be deemed to have satisfied the such requirements of this Section 405 if any a Parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company (and, to the extent required under the TIA, any other obligor upon the Notes) also will shall comply with the other provisions of TIA § Section 314(a).

SEC Reports. Notwithstanding that (a) Since the Reference Date, the Company may not be has filed or furnished (as applicable) all SEC Reports that have been required to be so filed or remain furnished (as applicable) by the Company with the SEC under Applicable Law at or prior to the time so required. True, correct and complete copies of all SEC Reports since the Reference Date are publicly available on E▇▇▇▇. (b) Each SEC Report, as of its filing date (or effective date in the case of a registration statement filed pursuant to the Securities Act) or, if amended or supplemented, the filing date of the most recent amendment or supplement thereto (as applicable), complied (and in the case of SEC Reports to be filed after the date hereof, will comply) in all material respects with all applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the Securities Act, and all rules and regulations promulgated thereunder or that are otherwise applicable thereto, as the case may be, in effect as of such filing or effective date, as applicable, and applicable state securities or “blue sky” laws, and no SEC Report, as of such applicable date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) Since the Reference Date, none of the Company or any of its Subsidiaries has received (A) any written comments or questions from the SEC or any other Governmental Authority with respect to any of the SEC Reports (including, if applicable, the financial statements included therein) or any registration statements filed by the Company or any of its Subsidiaries or (B) any notice from the SEC or any other Governmental Authority that any such SEC Report (including, if applicable, the financial statements included therein) or any such registration statement are being reviewed or investigated, (ii) to the knowledge of the Company, none of the SEC Reports (including, if applicable, the financial statements included therein) is, or has at any time since the Reference Date been, the subject of any ongoing review or any outstanding investigation by the SEC or any other Governmental Authority and (iii) to the knowledge of the Company, as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the SEC Reports. (d) No Subsidiary of the Company is, or has at any time since the Reference Date been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (e) Each of the principal executive officer and the principal financial officer of the Company will file with (or each former principal executive officer and each former principal financial officer of the SEC (unless such filing is not permitted Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or by and Section 302 and 906 of the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to file with the SEC pursuant Reports, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meaning given to such Section 13(a) terms under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, none of the Company, its current principal executive officer and principal financial officer, and, to the knowledge of the Company, its former principal executive officers and principal financial officers, has received any written notice from the SEC or 15(d) any other Governmental Authority challenging or would be so required to file if questioning the Company were so subjectaccuracy, completeness, form or manner of filing of such certifications. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register)is, and to the Trustee (or make available on a Company website) copies of any such informationhas at all times been, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result compliance with all other applicable provisions of the Company’s accountants not being “independent” (as defined pursuant to the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)NASDAQ.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, for the twenty-four (24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC including pursuant to such Section 13(a) or 15(d) or would be so required to file if thereof, for the Company were so subject. The Company will also, within 15 days after two years preceding the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and hereof. Such reports (without exhibits) so required to be filed. Notwithstanding filed by the foregoingCompany under the Exchange Act, if including pursuant to Section 13(a) or 15(d) thereof, together with any audited materials filed or reviewed financial statements furnished by the Company under the Exchange Act, whether or information required to be included in not any such filing are not reasonably available on a timely basis reports were required being collectively referred to herein as a result the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder), and none of the Company maySEC Reports, in lieu when filed by the Company, contained any untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) of the Company shall included in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum SEC Reports comply in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the all material respects with applicable accounting requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (after giving effect to any exemptive relief) because “GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the filings by Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such Parentagreements are required to be included or identified pursuant to the rules and regulations of the SEC. The accountants which audited the financial statements included in the SEC Reports were independent registered public accounting firm as required by the SEC and the Public Company also will comply with the other provisions of TIA § 314(a)Accounting Oversight Board.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoIf, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied furnished the reports referred to above to the Trustee and the Holders if any direct or indirect Parent is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. Notwithstanding the foregoing, the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral. Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 if any Parent files is for informational purposes only and provides reports, documents and information the Trustee’s receipt (or constructive receipt) of the types otherwise so requiredforegoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in each case within including the applicable time periodsCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, and the Trustee is not obligated to confirm that the Company is not required has complied with its obligations contained in this Section 405 to file such reports, documents reports with the SEC or post such reports and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)on its website.

SEC Reports. Notwithstanding that The Company has delivered or made available to Purchasers each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Company may not be Exchange Act) prepared by it since January 1, 1995, which reports constitute all of the documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, filed by the Company will file with the SEC since January 1, 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcollectively, the annual reports"Company Reports"). As of their respective dates, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Reports and any Company were so subject. The Company will also, within 15 days Reports filed after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names hereof and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that Closing Date (a) complied as to form in all material respects with the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary applicable requirements of the date on which Securities Act or the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and the rules and regulations thereunder; and (yb) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the first anniversary of such Reporting Date (provided that not more than 0.50% per annum statements made therein, in liquidated damages shall be payable for any period regardless light of the number circumstances under which they were made, not misleading. The Company has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of such elections the Exchange Act. Each of the balance sheets of the Company included in or incorporated by reference into the CompanyCompany Reports (including the related notes and schedules) fairly present in all material respects the consolidated financial position of the Company as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information financial statements of the types otherwise so requiredCompany, including the notes thereto, included in each case within the applicable time periods, and or incorporated by reference into the Company is not required Reports comply as to file such reports, documents form in all material respects with applicable accounting requirements and information separately under with the applicable published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied (after giving effect to any exemptive relief) because except as may be indicated in the notes thereto). Since the date of the filings by first Company Report, there has been no material change in the Company's accounting methods or principles except as described in the notes to such Parent. The Company also will comply with the other provisions of TIA § 314(a)financial statements.

SEC Reports. Notwithstanding that (a) Since December 31, 2016 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents filed, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateEffective Time, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through ▇▇▇▇▇ (unless such filing is not permitted under the Exchange Act or by the SECany successor system), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is shall provide to the Trustee and the registered Holders of the Securities, within 15 days of the time periods specified in the relevant forms: (1) all quarterly and annual financial information that would be required to file be contained in a filing with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file on Forms 10-Q and 10-K if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all current reports that would be so required to file be filed with the SEC on Form 8-K if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports. The requirement for the Company to provide information may be satisfied by posting such reports, documents and information separately on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the first paragraph of this Section 3.2 shall include a reasonably detailed presentation of the financial condition and results of operations of the Company and its Restricted Subsidiaries, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” section. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the applicable rules Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.2, the Company and regulations the Subsidiary Guarantors shall be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.2 if (i) it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (after giving effect or any successor system) and such reports are publicly available or (ii) it has posted such reports on its website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any exemptive relief) because information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the filings by such ParentTrustee is entitled to rely exclusively on Officers' Certificates). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company also will comply makes with the other provisions SEC or posts on any website, regardless of TIA § 314(a)whether such filings are periodic, supplemental or otherwise.

SEC Reports. Notwithstanding that (a) The Company has timely filed with the Company may not be U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all documents required to be or remain subject to the reporting requirements of Section 13(a) filed under Sections 13, 14 or 15(d) of the Exchange ActAct since December 31, 1997. Prior to each Closing Date, the Company will file shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company with the SEC since December 31, 1998, in each case as filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcollectively, the annual reports"COMPANY SEC REPORTS"). As of their respective dates, information, such documents complied in all material respects with applicable SEC requirements and other reports that the Company is required did not contain any untrue statement of a material fact or omit to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary to make the foregoingstatements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Subsidiary of the Company, if any, is a party to or bound by, and neither they nor their properties are subject to, any audited contract or reviewed financial statements other agreement, or information any amendment thereto, required to be included disclosed in any a Form 10-K, Form 10-Q or Form 8-K of the Company which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or as disclosed on Schedule 3.5(b) attached hereto, all of such filing contracts and other agreements are not reasonably available on a timely basis as a result valid, subsisting, in full force and effect, binding upon the Company or the applicable subsidiary of the Company’s accountants not being “independent” (as defined pursuant , if any, and, to the Exchange Act and the rules and regulations best knowledge of the SEC thereunder)Company, binding upon the Company may, other parties thereto in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsaccordance with their terms, and the Company is not required to file such reports, documents and information separately under or the applicable rules and regulations subsidiary of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).Company, if any, have paid in full or accrued all

SEC Reports. Notwithstanding that Except as set forth on Schedule 6.13, the Acquiror Company may not be has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or remain subject furnished by it prior to the reporting date of this Agreement with the SEC pursuant to the applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise (unless such filing is not permitted under collectively, the Exchange Act “Federal Securities Laws”) since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or by amended since the SECtime of filing, the “SEC Reports”), so long and, as of the Notes are OutstandingClosing, the annual reportswill have filed or furnished all other statements, informationprospectuses, documents registration statements, forms, reports and other reports that the Company is documents required to file be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to such Section 13(aFederal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Additional SEC Reports”). Each of the SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the SEC Reports or 15(d) the Additional SEC Reports. As of the date of this Agreement, there are no outstanding or would be so required unresolved comments in comment letters received from the SEC with respect to file if the Company were so subjectSEC Reports. None of the SEC Reports filed on or prior to the date of this Agreement is subject to any ongoing SEC investigation or review. The Company will alsoSEC Reports did not at the time they were filed with the SEC, within 15 days after or if amended, as of the date on which the Company was so required of such amendment with respect to file or would be so required to file if the Company those disclosures that were so subject, transmit by mail to all Holders amended (as their names and addresses appear in the Note Register), and except to the Trustee (extent that information contained in any SEC Report has been superseded by a subsequently filed SEC Report) contain any untrue statement of a material fact or make available on omit to state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filedstated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding Each director and executive officer of the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available Acquiror Company has filed with the SEC on a timely basis as a result all statements required by Section 16(a) of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC promulgated thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary . As of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datehereof, the Acquiror Company is not an “Reporting Dateinvestment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration or regulation as an “investment company”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case case, within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations meaning of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Investment Company also will comply with the other provisions of TIA § 314(a)Act.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect provided or furnished pursuant to make the first paragraph of this Section 4.02(a) may, at the option of the Company, be those of such parent company, rather than those of the Company, and, if the Company so elects in any such case, may be filed, provided or furnished by such parent company; provided that financial information of such parent company so filed, provided or furnished include a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or reasonable explanation of the material differences (if any) between the information substantially similar relating to such parent company, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. (b) For so long as any Notes remain outstanding and constitute “restricted securities” as defined in Rule 144 under the Securities Act, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required audited to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Company (or reviewed financial statements or informationparent company, provided that (aas applicable) files the foregoing reports and other information with the SEC, the Company shall in be deemed to have provided to the Trustee and Holders all of the foregoing reports and other information if the Company (or parent company, as applicable) has filed or furnished such reports and other information with the SEC via the ▇▇▇▇▇ filing system or any event be required to make successor electronic filing system and such reports are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of this Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default or Event of Default. (d) To the extent that any report or other information is not filed, provided or furnished within the time periods specified in this Section 405 (4.02 and such initial datereport or other information is subsequently filed, provided or furnished, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured. (e) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of this Section 405 if any Parent files and provides such reports, information and documents and information of to the types otherwise so required, in each case within the applicable time periodsTrustee is for informational purposes only, and the Company Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates). The Trustee shall not required be obligated to file such reportsmonitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect to or ▇▇▇▇▇ or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website under this Indenture, or participate in any conference calls.

SEC Reports. Notwithstanding that the Company may not be CBH has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 2007 (the “CBH Audit Date”) (including, without limitation, CBH’s Annual Report on Form 10-KSB for the year ended December 31, 2007 and CBH’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008 and all certifications and statements required by Rule 13a-14 or remain subject 15d-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”)) with respect to any Annual Reports or Proxy Statements, and Current Reports on Form 8-K), pursuant to the reporting federal securities laws and the SEC’s rules and regulations thereunder, and SOX and all rules and regulations thereunder (collectively, and together with all forms, reports and documents filed by CBH with the SEC after December 31, 2007, including any amendments thereto, the “CBH SEC Reports”). CBH SEC Reports were or will, as applicable, be prepared in accordance with the requirements of Section 13(a) or 15(d) of the Securities Act and the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary rules and regulations thereunder. As of such Reporting Date (provided that not more than 0.50% per annum their respective dates, none of CBH SEC Reports, including, without limitation, any financial statements or schedules included therein, contained or will contain, as applicable, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in liquidated damages shall be payable for any period regardless order to make the statements therein, in light of the number circumstances under which they were or are made, as applicable, made, not misleading. No Subsidiary of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company CBH is not or has been required to file such reportsany form, documents report, registration statement or other document with the SEC. 3.11 Disclosure Controls and information separately Procedures. CBH maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the applicable rules Exchange Act. Such controls and regulations procedures are effective to ensure that all material information concerning CBH and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CBH’s filings with the SEC (after giving effect and other public disclosure documents. As used in this Section 3.11, the term “file” shall be broadly construed to include any exemptive relief) because of manner in which a document or information is furnished, supplied or otherwise made available to the filings by such ParentSEC. The Company also will comply with the other provisions of TIA § 314(a).-13- 3.12

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. (b) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Notes are Outstanding, Company files the annual reports, information, documents foregoing reports and other reports that the Company is required to file information with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)SEC, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied provided to the requirements Trustee and Holders all of the foregoing reports and other information if the Company has filed or furnished such reports and other information with the SEC via the E▇▇▇▇ filing system or any successor electronic filing system and such reports are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing to the Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of this Section 405 if Indenture; provided, however, that failure to send any Parent files and provides reports, documents and information such electronic copies will not constitute a Default or Event of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Default.

SEC Reports. Notwithstanding that Since June 30, 2005, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that were required to be so filed or remain subject to furnished (as applicable) by it under the reporting requirements Exchange Act or the Securities Act and, after the date of Section 13(a) or 15(d) this Agreement and until the expiration date of the Exchange ActOffer, the Company will file all forms, reports and documents with the SEC (unless such filing is not permitted that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies expiration date of any such information, documents and reports (without exhibits) so the Offer that are not required to be filed. Notwithstanding the foregoingso filed or furnished, if any audited or reviewed financial statements or information required being collectively referred to be included in any such filing are not reasonably available on a timely basis herein as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made, ). Each SEC Report complied or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date as of its respective effective date (in the case of the SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act), liquidated damages will accrue on as of its respective filing date (in the Notes at a rate case of 0.50% per annum from all other SEC Reports), or, in each case, if amended prior to the date that is 90 days after such Reporting Date to the earlier hereof, as of (x) the date on which such filing has been madeof the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or such information, documents and reports have been transmitted or made availablethe Exchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the with all applicable rules and regulations of the Securities Act, the Exchange Act or as otherwise promulgated by the SEC, each as in effect on the date such SEC Report was filed. True and correct copies of all Company SEC Reports filed since June 30, 2005 until prior to the date hereof, whether or not required under the Securities Act or the Exchange Act have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (after giving effect E▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as publicly available from the SEC, since June 30, 2005 the Company has not received from the SEC any written comments or questions with respect to any exemptive relief) because of the filings SEC Reports (including the financial statements included therein) or any registration statement filed by such Parent. The Company also will comply it with the SEC or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other provisions documents with the SEC. No executive officer of TIA § 314(a)the Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (Holders, as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 6.4 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or the Notes (as to which the Trustee shall have no duty to monitor and shall be entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, the Co-Issuer’s or any other person’s compliance with the covenants in the Indenture or to determine whether any such reports, information or other documents are filed with the SEC through the SEC’s ▇▇▇▇▇ filing system (or any successor filing system) or posted on any website, on Intralinks or any comparable password-protected online data system or to examine such reports, information or documents to ensure compliance with the provisions of the Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after two years preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website“SEC Reports”) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC thereunder)Reports, the Company mayexcept as disclosed therein, in lieu when filed, contained any untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been they were made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)misleading. The Company will be deemed has never been an issuer subject to have satisfied Rule 144(i) under the requirements of this Section 405 if any Parent files and provides reports, documents and information Securities Act. Each of the types otherwise so required, in each case within the applicable time periods, and Material Contracts to which the Company or any Subsidiary is not required a party or to file such reports, documents and information separately under which the applicable rules and regulations property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Reports.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act and the SEC, the Company will file or furnish with the SEC (unless such filing is not permitted under SEC, and make available to the Exchange Act or by Trustee and the SEC), so long as Holders of the Notes are OutstandingNotes, the annual reports, reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required permitted to file such reports, documents and information separately with the SEC pursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the last day of the applicable fiscal quarter or fiscal year, as the case may be, constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (or any applicable successor forms) for such fiscal quarter or fiscal year, as the case may be, required by the preceding paragraph shall include a reasonably detailed presentation or, in the case of clause (b) below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the applicable rules caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial statements include the results of certain physician groups that are not owned by the Company and regulations will not guarantee the notes” in the Company’s prospectus supplement dated June [ ], 2014 relating to the original issuance of the SEC Notes on the Issue Date will be deemed to satisfy the requirements of this clause (after giving effect to any exemptive relief) because b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the filings then current fiscal year covered by such ParentForm 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Company’s financial statements (it being understood that the Company’s direct or indirect equity interest in and share of the revenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and any management fees or other amounts payable to the Company also will comply or any of its Restricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed substantially concurrently with the other provisions applicable Form 10-Q or 10-K, as the case may be. For purposes of TIA § 314(athis Section 4.18, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC via the ▇▇▇▇▇ (or successor or similar) filing system and such reports are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports. Notwithstanding that the The Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file and its Subsidiaries have timely filed with the SEC (unless such including following any extensions of time for filing is not permitted provided by Rule 12b-25 promulgated under the Exchange Act or Act) all forms, reports, schedules, statements and other documents required to be filed by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file or its Subsidiaries with the SEC pursuant (collectively, the “Company SEC Reports”) since September 30, 2009. Except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, such Section 13(aCompany SEC Reports (a) or 15(d) or would be so required to file if complied, and each of the Company were so subject. The Company will also, within 15 days after SEC Reports filed subsequent to the date on which of this Agreement will comply, in all material respects with the Company was so required to file or would be so required to file if applicable requirements of the Company were so subject, transmit by mail to all Holders Securities Act of 1933 (as their names and addresses appear in the Note Register“Securities Act”), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)other applicable Laws, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under including the applicable rules and regulations promulgated thereunder and (b) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and each of the Company SEC (after giving effect Reports filed subsequent to the date of this Agreement will not, contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Other than WMG Holdings Corp. and WMG Acquisition Corp., no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any exemptive relief) because of the filings by such ParentCompany SEC Reports. The To the Knowledge of the Company, as of the date hereof, none of the Company also will comply with SEC Reports is the other provisions subject of TIA § 314(a)ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Reports. Notwithstanding that (a) The Company has timely filed with the Company may not be U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all documents required to be or remain subject to the reporting requirements of Section 13(a) filed under Sections 13, 14 or 15(d) of the Exchange ActAct since December 31, 1997. Prior to each Closing Date, the Company will file shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company with the SEC since December 31, 1998, in each case as filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcollectively, the annual reports"COMPANY SEC REPORTS"). As of their respective dates, information, such documents complied in all material respects with applicable SEC requirements and other reports that the Company is required did not contain any untrue statement of a material fact or omit to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary to make the foregoingstatements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Subsidiary of the Company, if any, is a party to or bound by, and neither they nor their properties are subject to, any audited contract or reviewed financial statements other agreement, or information any amendment thereto, required to be included disclosed in any a Form 10-K, Form 10-Q or Form 8-K of the Company which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or as disclosed on Schedule 3.5(b) attached hereto, all of such filing contracts and other agreements are not reasonably available on a timely basis as a result valid, subsisting, in full force and effect, binding upon the Company or the applicable subsidiary of the Company’s accountants not being “independent” (as defined pursuant , if any, and, to the Exchange Act and the rules and regulations best knowledge of the SEC thereunder)Company, binding upon the Company may, other parties thereto in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsaccordance with their terms, and the Company is not or the applicable subsidiary of the Company, if any, have paid in full or accrued all amounts now due from them thereunder, and have satisfied in full or provided for their liabilities and obligations thereunder which are presently required to file such reportsbe satisfied or provided for and are not in default under any of them, documents and information separately under nor, to the applicable rules and regulations best knowledge of the SEC (after giving effect Company, is any other party to any exemptive relief) because such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, other than any such breaches or defaults which would not, either individually or in the aggregate, have a Material Adverse Effect. True and complete copies of all of the filings by such Parent. The Company also will comply with contracts and other agreements referred to in this Section 3.5 have been provided previously to the other provisions of TIA § 314(a)Purchaser.

SEC Reports. Notwithstanding that The Company has filed in a timely manner with the Company may not be SEC all reports required to be or remain subject filed pursuant to the Exchange Act and is current in its reporting requirements obligations. As of Section 13(a) or 15(d) of their respective dates, all reports required to filed pursuant to the Exchange Act, and all SEC filings by the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Securities Act (collectively, the “SEC Reports”) comply in all material respects with requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder and none of the SEC thereunder), the Company may, in lieu Reports contained an untrue statement of making such filing or transmitting or making available the information, documents and reports so a material fact required to be filed, elect stated therein or necessary to make a the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered to CPG and Cantix or made available through the SEC’s ▇▇▇▇▇ filing on an alternative form or transmit or make available unaudited or unreviewed system true and complete copies of the Company’s audited financial statements or information substantially similar to such required audited or reviewed financial statements or informationfor the fiscal year ended December 31, provided that 2008 (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Audited Financial Statements Date”) and unaudited financial statements for the quarter ended June 30, 2009 (b) if (the Company makes such an election and such filing has not been made“Quarterly Financial Statements Date”). Such audited financial statements, or such information, documents and reports have not been transmitted or made available, are referred to as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum “Financial Statements.” The Financial Statements complied in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied all material respects with the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsExchange Act, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC Commission promulgated thereunder. Such Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (after giving effect “GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to any exemptive relief) because the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the filings by such Parent. The Company also will comply with as of the other provisions dates thereof and the results of TIA § 314(aoperations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through ▇▇▇▇▇ (or any successor system), the Company shall provide to the Trustee and the registered Holders of the Notes, within 15 days of the time periods specified in the relevant forms: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms (but without any requirement to provide separate financial statements of any Subsidiary of the Company), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. Additionally, the Company shall cause such documents to be filed with the SEC unless the SEC shall not accept such filing is not permitted documents. The requirement for the Company to provide information may be satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act or by the SEC), so long as the Notes are Outstanding, not freely transferable under the annual reports, information, documents Securities Act. The Company shall also hold a quarterly conference call for the Holders of the Notes to discuss financial information for the previous quarter. The conference call shall be following the last day of each fiscal quarter of the Company and other reports not later than ten business days from the time that the Company is required to file with distributes the SEC pursuant to such Section 13(afinancial information as set forth in clause (1) or 15(d) or would be so required to file if the Company were so subjectabove. The Company will also, within 15 No fewer than three days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)conference call, the Company mayshall issue a press release announcing the time and date of such conference call and providing instructions for holders of Notes, in lieu of making such filing or transmitting or making available the information, documents securities analysts and reports so required prospective investors to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar obtain access to such required audited or reviewed financial statements or informationcall. For the avoidance of doubt, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied satisfy the requirements of this Section 405 if paragraph by holding the conference call required above within the time period required as part of any Parent files and provides reports, documents and information earnings call of the types otherwise so required, Company in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply accordance with the other provisions of TIA § 314(a)past practice.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company will file shall furnish to the Trustee for delivery to the Holders, within the time periods specified in the SEC's rules and regulations (including any grace periods or extensions permitted by the SEC): (1) all quarterly and financial information that would be required to be contained in a filing with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents on Forms 10-Q and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file 10-K if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or these forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" (which will include a statement as to the amount of Consolidated Cash Flow for the applicable periods) and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (2) all current reports that would be so required to file be filed with the SEC on Form 8-K if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filedfile these reports. Notwithstanding At any time that Unrestricted Subsidiaries represent 5% or more of the foregoingtotal assets of the Company, if any audited or reviewed the quarterly and annual financial information required by the preceding sentence will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) of the first sentence of this Section 4.02 with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept the filing) and make the information available to securities analysts and prospective investors upon request. The Company and the Subsidiary Guarantors agree that, for so long as any Securities remain outstanding, the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined delivered pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (aRule 144A(d)(4) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent42 Securities Act. The Company also will shall comply with the other provisions of TIA § ss. 314(a).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless to the extent the SEC will accept such filing is not permitted under filings) and provide the Trustee and Noteholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that so long as Parent is a Guarantor of the Notes and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SECSEC (or any successor provision), the reports, information and other documents required to be filed and provided as described hereunder may, at the Company’s option, be filed by and be those of Parent rather than the Company. Additionally, the Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports, information and documents referred to in this paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately freely transferable under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in this offering circular (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the SECdisclosure so contained in this offering circular); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. (b) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Notes are Outstanding, Company files the annual reports, information, documents foregoing reports and other reports that the Company is required to file information with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)SEC, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied provided to the requirements of this Section 405 if any Parent files Trustee and provides reports, documents and information Holders all of the types otherwise so required, in each case within the applicable time periods, foregoing reports and other information if the Company is not required to file has filed or furnished such reports, documents reports and other information separately under with the applicable rules SEC via the ▇▇▇▇▇ filing system or any successor electronic filing system and regulations such reports are publicly available. For the administrative convenience of the SEC (after giving effect Trustee, the Company shall send an electronic copy of each such filing to any exemptive relief) because the Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of the filings by Indenture; provided, however, that failure to send any such Parent. The Company also electronic copies will comply with the other provisions of TIA § 314(a)not constitute a Default.

SEC Reports. Notwithstanding that (a) Whether or not required by the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActSEC’s rules and regulations, the Company will file with the SEC (unless such filing is not permitted under within the Exchange Act or by time periods specified in the SEC)’s rules and regulations, so long as and provide the Notes are OutstandingTrustee and Holders and prospective Holders (upon request) within 15 days after it files them with the SEC, copies of its annual report and the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or are specified in Sections 13 and 15(d) or would be so required to file if of the Company were so subject. The Company will alsoExchange Act; provided that for purposes of this Section 4.03, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and other reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied been furnished to the requirements of this Section 405 Trustee, Holders and prospective Holders if any Parent files and provides reportsthey are electronically available via the SEC’s Electronic Data Gathering, documents and information of the types otherwise so required, in each case within the applicable time periodsAnalysis, and Retrieval system (“▇▇▇▇▇”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to file such reports, documents and information separately under be furnished by the applicable rules and regulations Company by Section 13 or 15(d) of the SEC Exchange Act (after giving effect excluding exhibits) to any exemptive relief) because the Trustee and the Holders of the filings by each series of Notes as if it were subject to such Parentperiodic reporting requirements. The Company also will comply with the other provisions of TIA § Section 314(a) of the TIA. (b) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided within the grace period set forth in Section 6.01, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured unless the Notes of any series thereof have been accelerated. The Trustee shall have no obligation to determine if and when the Company’s financial statements or reports are publicly available and accessible electronically. Delivery of reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein, including the Company’s compliance with any of the covenants set forth herein (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including without limitation pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, since the filing of the Exchange ActCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)2021 Form 10-K, so long as the Notes are Outstanding, the annual reports, information, documents and all other reports that of the Company is required to file filed with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after Exchange Act from the filing date of the 2021 Form 10-K through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Registerdate of such filing), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC thereunder)with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company mayand its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in lieu the case of making such filing unaudited statements, to normal year-end audit adjustments). There are no financial statements (historical or transmitting or making available the information, documents and reports so pro forma) that are required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall included in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Reports that are not so included as required.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the Company extent permitted by the Exchange Act, the Issuers will file with the SEC (unless such filing is not permitted under SEC, and make available to the Exchange Act or by Trustee and the SEC), so long as registered holders of the Notes are OutstandingSecurities, the annual reports, reports and the information, documents and other reports that (or copies of such portions of any of the Company is required to file with foregoing as the SEC pursuant to such Section 13(amay by rules and regulations prescribe) or that are specified in Sections 13 and 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and periods specified therein. In the Company is event that the Issuers are not required permitted to file such reports, documents and information separately with the SEC pursuant to the Exchange Act, the Issuers will nevertheless make available such Exchange Act information to the Trustee and the holders of the Securities as if the Issuers were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. If the Issuers have designated any of their Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries. In addition, the Issuers and the Subsidiary Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.12, the Issuers and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.12 if the Issuers have filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The filing requirements set forth above for the applicable rules and regulations period shall be deemed satisfied by the Issuers prior to the commencement of the SEC (after giving effect to any exemptive relief) because Exchange Offer or the effectiveness of the filings Shelf Registration Statement by such Parent. The Company also will comply the filing with the other provisions SEC of TIA § 314(a)the exchange offer registration statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Issuers’ reporting obligations set forth in the first three paragraphs of this Section 3.12.

SEC Reports. Notwithstanding that (a) Since January 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2010 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2010 through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)Reports. Since January 1, so long as the Notes are Outstanding2010, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including without limitation pursuant to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actthereof, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)since July 24, so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after 2023 through the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available hereof on a timely basis as or has received a result valid extension of the Company’s accountants not being “independent” such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from July 24, 2023 through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC thereunder)with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the Company may, periods involved (except (i) as may be otherwise indicated in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar the notes thereto, or (ii) in the case of unaudited interim statements, to such required audited the extent they may not include footnotes or reviewed may be condensed or summary statements) and fairly present in all material respects the consolidated financial statements or information, provided that (a) position of the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary its consolidated subsidiaries as of the date on which dates thereof and the same was otherwise required pursuant to consolidated results of their operations and cash flows for the preceding provisions of this Section 405 periods then ended (such initial datesubject, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as in the case may beof unaudited statements, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(anormal year-end audit adjustments).

SEC Reports. Notwithstanding that the Company may not be required to be (a) Except as set forth on Schedule 5.06(a), Licensee has filed with or remain subject furnished to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as true and complete copies of all forms, reports, schedules, statements and other documents required to be filed with or furnished to the SEC by Licensee (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Licensee SEC Documents”). As of their respective filing dates (or, if amended or superseded by a result filing prior to the date of this Agreement, then on the date of such filing), the Licensee SEC Documents complied in all material respects with the applicable requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredincluding, in each case within case, the applicable time periodsrules and regulations promulgated thereunder, and none of the Company is not Licensee SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to file such reportsbe stated therein or necessary in order to make the statements therein, documents in light of the circumstances under which they were made, not misleading. As of the date hereof, Licensee does not have any material non-public information that it has not shared with Licensor. (b) The financial statements (including the related notes and information separately under schedules thereto) included (or incorporated by reference) in the Licensee SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (after giving effect to any exemptive relief) because except, in the case of unaudited statements, as permitted by Form 10-Q of the filings SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Licensee and its subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by such Parentthe SEC. The Company also will comply Since June 30, 2023, Licensee has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (c) Licensee is in compliance in all material respects with the other provisions applicable listing and corporate governance rules and regulations of TIA § 314(a)the NYSE American. (d) Neither Licensee nor any of its subsidiaries has any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, except (a) to the extent disclosed in the Licensee SEC Documents and (b) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022 that are not material to Licensee and its subsidiaries, taken as a whole.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, to the extent permitted by the Exchange Act, the Company Issuers will file with the SEC (unless such filing is not permitted under and make available to the Exchange Act or by Trustee and the Holders of the Securities, without cost to any Holders within 15 days after the Company files them with the SEC), so long as from and after the Notes are OutstandingIssue Date, the annual reports, reports and the information, documents and other reports that (or copies of such portions of any of the Company is required to file with foregoing as the SEC pursuant to such Section 13(amay by rules and regulations prescribe) or that are specified in Sections 13 and 15(d) of the Exchange Act with respect to U.S. issuers within the time periods specified therein or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding relevant forms; provided that notwithstanding the foregoing, if any audited or reviewed financial statements or (A) other than with respect to information required to be included delivered pursuant to Rule 144A(d)(4), the first report (other than the one referred to in any clause (B) below) required to be delivered shall be the quarterly report with respect to the fiscal quarter ending ▇▇▇▇▇ ▇, ▇▇▇▇, (▇) with respect to the fiscal year of the Company ending December 31, 2009, the only obligation of the Issuers under this covenant shall be to deliver financial statements of the Company for such filing are not reasonably available on a timely basis as a result of fiscal year audited by the Company’s accountants not being independent registered accounting firm, including the report from the Company’s independent registered accounting firm, together with the “independentManagement’s discussion and analysis of financial condition and results of operations” of the Company and its Subsidiaries within 90 days of the end of such fiscal year and (as defined pursuant C) until the effectiveness of the exchange offer and/or shelf registration statement relating to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 Securities (such initial date, the “Reporting Effectiveness Date”) ), such reports shall prepared on a basis and (b) if presented in a level of detail comparable to the financial statements and management discussion and analysis of the results of operations, liquidity and capital resources of the Company makes such an election and such filing has its Subsidiaries contained in the offering memorandum for the Securities and shall not been made, or such information, documents and reports have be required to be compliant with Regulation S-X under the Act. In the event that the Issuers are not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required permitted to file such reports, documents and information separately with the SEC pursuant to the Exchange Act, the Issuers will nevertheless make available such Exchange Act reports, documents and information to the Trustee and the Holders as of the Issuers were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms, which requirement may be satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.11. Until the Effectiveness Date, the Company will hold quarterly conference calls for beneficial owners of, and prospective investors in, the Securities and securities analysts after the Company’s financial statements for the prior fiscal period have been made available; provided that such conference calls shall be held no later than 30 days after the date that such financial statements are required to be made available. No fewer than three business days prior to the date of the conference call required to be held in accordance with the preceding sentence the Company shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Securities and securities analysts to contact an individual at the Company (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates to the extent set forth in Sections 7.1 and 7.2). If the Issuers have designated any Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, as determined in good faith by senior management of the Company, either on the face of the financial statements or in the footnotes to the financial statements and in management’s discussion and analysis of financial condition and results of operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. In addition, the Issuers and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.11, the Issuers and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.11 if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The filing requirements set forth above for the applicable rules and regulations period may be satisfied by the Issuers prior to the commencement of the SEC (after giving effect to any exemptive relief) because offering of the filings Exchange Securities or the effectiveness of the Shelf Registration Statement by such Parent. The Company also will comply the filing with the other SEC of the registration statement relating to the exchange offer pursuant to the Registration Rights Agreement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s reporting obligations set forth in the first three paragraphs of this Section 3.11. In the event that any direct or indirect parent company of the Company executes a Guarantee of the Securities, the Company may satisfy its obligations under this Section 3.11 by furnishing financial information relating to such parent; provided that (x) subject to the provisions of TIA § 314(a)the first paragraph of this Section 3.11, such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the SEC and (y) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.

SEC Reports. Notwithstanding that (a) Since January 1, 2013, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2013 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2013, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)Reports. Since January 1, so long as the Notes are Outstanding2013, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that (a) Since the Reference Date, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes that are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited filed by it under Applicable Law at or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant prior to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports time so required to be filed(all such forms, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial reports, schedules, statements or information substantially similar to such required audited or reviewed financial statements or informationand documents, provided that (a) as the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of same may have been amended since the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datetheir filing, the “Reporting DateSEC Reports”) and ). (b) if Except to the Company makes such an election and such filing has not been madeextent updated, amended, restated or corrected by a subsequent SEC Report prior to the date hereof, each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC since the Reference Date or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will shall (except as provided in the third paragraph of this Section 3.2) file with the SEC (unless such filing is not permitted under SEC, and make available to the Exchange Act or by Trustee and the SEC), so long as registered Holders of the Notes are OutstandingSecurities, the annual reports, reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required permitted to file such reports, documents and information separately with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Unrestricted Subsidiaries of the Company, either individually or in the aggregate, would constitute a Significant Subsidiary (if such Subsidiaries were Restricted Subsidiaries), then the quarterly and annual reports referred to in the preceding paragraph shall include a Management’s Discussion and Analysis of Results of Operations and Financial Condition that describes, for the relevant period, the financial performance of the Company and its Restricted Subsidiaries. Notwithstanding any other provision in this Section 3.2 or the Securities, from the Effective Time until the Waiver Expiration Date, and so long as (i) the Consenting Noteholders receive the Consent Fee, (ii) the registered Holders as of the close of business on each of October 1, 2005 and January 1, 2006 receive the Additional Interest Payments on the Securities when the same becomes due and payable (as specified in the definition thereof) and (iii) the Company has received the Additional Equity Investment, the Company shall not be required to file with the SEC or make available the annual report and the other, information, documents and reports that the Company otherwise would have been required to file with the SEC or make available to the Trustee and the Holders of the Securities pursuant to this Section 3.2. In addition to the foregoing, the Company will file with the SEC a Current Report on Form 8-K (a) not later than the 15th day after the end of each month beginning with the month of May 2005, selected financial and operational information consisting of the following: gross revenue, interest expense, scan volumes, existing center gross revenue and number of centers in operation, total outstanding indebtedness, cash bank balance and book balance (including outstanding checks) and amounts available for borrowing under the applicable rules Senior Credit Agreement; (b) not later than the 45th day after the end of each month beginning with the month of May 2005, selected financial and regulations operating information consisting of net revenue and capital expenditures; and (c) not later than the 45th day after the end of each month beginning with the month of September 2005, selected financial information consisting of operating cash flow; provided that notwithstanding the foregoing, the first Current Report on Form 8-K filing shall be made on or before July 29, 2005 and provided further that the Company’s obligation to make the filings specified in this paragraph with the SEC shall cease upon the earlier of the SEC (after giving effect to any exemptive relief) because of Restatement Date and the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Waiver Expiration Date.

SEC Reports. Notwithstanding The Company’s Common Stock has been registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (a) Since July 11, 2003, the Company has timely filed all forms, reports and documents required to be filed with the SEC by applicable law including, without limitation, the periodic reporting requirements of Section13 of the Exchange Act. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Company may not be required to be or remain subject file subsequent to the reporting date hereof) are collectively referred to herein as the “Company SEC Filings.” As of their respective dates, the Company SEC Filings (i) were prepared in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcase may be, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)thereunder applicable to such Company SEC Filings in all material respects, and (ii) did not at the Company maytime they were filed (or if amended or superseded by a filing prior to the Closing, in lieu then on the date of making such filing filing) contain any untrue statement of a material fact or transmitting or making available the information, documents and reports so omit to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) in the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datethey were made, the “Reporting Date”) and not misleading. (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless Each of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredfinancial statements (including, in each case within the applicable time periodscase, and any related notes thereto) contained in the Company is not required SEC Filings, as of their respective dates, (i) complied as to file such reports, documents and information separately under form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (after giving effect to any exemptive reliefii) because was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the filings by such Parent. The Company also will comply with at the other provisions respective dates thereof and the consolidated results of TIA § 314(a)its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non‑GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form provided or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required furnished pursuant to the preceding provisions first paragraph of this Section 405 (4.02(a) may, at the option of the Company, be those of such initial dateparent company, rather than those of the “Reporting Date”) and (b) Company, and, if the Company makes so elects in any such an election and case, may be filed, provided or furnished by such filing has not been madeparent company; provided that financial information of such parent company so filed, provided or furnished include a reasonable explanation of the material differences (if any) between the information relating to such informationparent company, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsone hand, and the information relating to the Company is not required to file such reportsand its consolidated Subsidiaries on a standalone basis, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with on the other provisions of TIA § 314(a)hand.

SEC Reports. Notwithstanding that the Company may not be (a) Purchaser has filed all reports, schedules, registration statements, prospectuses and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2015 (the “Purchaser Reports”). Except as set forth in Section 4.7(a) of the Purchaser Disclosure Schedule, as of their respective dates of filing with the SEC (or, if amended or remain subject superseded by a subsequent filing prior to the reporting date hereof, as of the date of such subsequent filing), the Purchaser Reports complied, and each Purchaser Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of Section 13(athe Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Purchaser Reports. None of Purchaser’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of Purchaser has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of Purchaser, the Company will file with no enforcement action has been initiated against Purchaser or its officers or directors by the SEC relating to disclosures contained in any Purchaser Report. (unless such filing is b) The records, systems, controls, data and information of Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not permitted reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Except as set forth in Section 4.7(b) of the Purchaser Disclosure Schedule, Purchaser and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as set forth in Section 4.7(b) of the Purchaser Disclosure Schedule, Purchaser has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act or Act) to ensure that material information relating to Purchaser and its Subsidiaries is made known to the management of Purchaser by the SEC), so long others within those entities as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is appropriate to allow timely decisions regarding required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), disclosure and to make the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so certifications required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to by the Exchange Act with respect to the Purchaser Reports. Management of Purchaser has disclosed, based on its most recent evaluation prior to the date hereof, to Purchaser’s auditors and the rules and regulations audit committee of Purchaser’s Board of Directors (1) any significant deficiencies in the SEC thereunder), the Company may, in lieu design or operation of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall internal controls which could adversely affect in any event be required material respect Purchaser’s ability to make record, process, summarize and report financial data and have identified for Purchaser’s auditors any material weaknesses in internal controls, with any such filing significant deficiencies and so transmit or make available such audited or reviewed financial statements or information no later than material weaknesses having previously been disclosed in the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may bePurchaser Reports, and (y2) the first anniversary of such Reporting Date (provided any fraud, whether or not material, that not more than 0.50% per annum involves management or other employees who have a significant role in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Purchaser’s internal controls.

SEC Reports. Notwithstanding that Since January 1, 2013, the Company may not be has timely filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC (the “SEC Reports”). Each SEC Report complied as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was filed. True and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, . No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with the respect to any SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that Report. Neither the Company is required to file with nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that (a) So long as the Notes are outstanding, if the Company may not be is required to be file annual or remain subject to quarterly reports with the reporting requirements of SEC under Section 13(a) 13 or 15(d) of the Exchange Act, the Company will (at its own expense) shall file with the SEC and shall mail to the Holders, promptly after it files them with the SEC, copies of the quarterly and annual reports and of the information, documents, and other reports (unless or copies of such filing is not permitted under portions of any of the foregoing as the SEC may by rules and regulations prescribe) required to be filed pursuant to Section 13 or 15(d) of the Exchange Act Act. (b) At the Company's expense, the Company shall cause an annual report, if furnished by it to its stockholders generally, and each quarterly or other financial report if furnished by it to its stockholders generally, to be mailed to the SEC), Holders. (c) For so long as the Notes are Outstanding, the annual reports, information, documents any Senior Debt is outstanding and other reports that the Company is required to file with provide annual and quarterly financial statements to the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if holders of the Senior Debt, the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any shall cause such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined including notes thereto and each related auditor's report and compliance certificates pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required Credit Agreement to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant mailed to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, Holders within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate end of 0.50% per annum from the date that is 90 each fiscal year and within 45 days after the end of each of the Company's first three fiscal Quarters in each fiscal year. If no Senior Debt is outstanding, or the Company is not required to provide such Reporting Date financial statements to the earlier holders of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsSenior Debt, and the Company is not required to file annual or quarterly reports with the SEC under Section 13 or 15(d) of the Exchange Act for any fiscal period ending after the Initial Issue Date, the Company shall cause its consolidated financial statements, including any notes thereto (and, in the case of a fiscal year end, an auditor's report by an accounting firm of nationally established reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" comparable to that which would have been required to appear in annual or quarterly reports filed under Section 13 or 15(d) of the Exchange Act if the Company had a class of securities listed on a national securities exchange, to be so mailed to the Holders within 90 days after the end of each fiscal year and within 45 days after the end of each of the Company's first three fiscal Quarters in each fiscal year. (d) The Company shall provide to any Holder any information reasonably requested by such reports, documents and information separately Holder concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the applicable rules and regulations of Securities Act; provided that such information is in the SEC (after giving effect to any exemptive relief) because of possession of, or reasonably available to, the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Company.

SEC Reports. Notwithstanding that Since January 1, 2010, the Company may not be has timely filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under applicable Law prior to the reporting requirements date hereof, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActAcceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (unless as applicable) by it under applicable Law (all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Expiration Date that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datefurnished, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (ythe “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any unresolved written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein), the Company), the Company’s executive officers or the Company’s Board of Directors. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information None of the types otherwise so required, in each case within the applicable time periods, and the Company is not Company’s Subsidiaries are required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the filings by accuracy, completeness, form or manner of filing of such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that Except as set forth on Schedule 3.1(h), the Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, to the extent filed and publicly available prior to the date hereof, including the exhibits thereto and documents incorporated by reference therein, and including any Current Reports on Form 8-K but, in each case, excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer, being collectively referred to herein as the “SEC Reports”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Since January 1, 2008, each of the Exchange Act, Company and the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual Subsidiaries has filed all material reports, informationregistrations, documents documents, filings, statements and other reports submissions together with any required amendments thereto, that the Company is it was required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders any governmental entity (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included collectively, the “Company Reports”) and has paid all material fees and assessments due and payable in any such connection therewith. As of their respective filing are not reasonably available on a timely basis as a result dates, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the Company’s accountants not being “independent” (applicable governmental entities, as defined pursuant to the case may be and as of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC thereunder)Reports, the Company maywhen filed, in lieu contained any untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) in light of the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than circumstances under which they were made, not misleading. In addition, the first anniversary Private Placement Memoranda, as of the date on hereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the same was otherwise required pursuant to the preceding provisions date of this Section 405 (such initial dateAgreement, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum there are no outstanding comments from the date Commission or any other governmental entity with respect to any Company Report that is 90 days after were enumerated within such Reporting Date to report or otherwise were the earlier subject of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)written correspondence with respect thereto. The Company will be deemed to have satisfied Reports, including the requirements documents incorporated by reference in each of this Section 405 if any Parent files and provides reportsthem, documents and information each contained substantially all of the types otherwise so required, information required to be included in each case within the applicable time periods, and it. No executive officer of the Company is not has failed in any respect to make the certifications required to file such reports, documents and information separately of him or her under the applicable rules and regulations Section 302 or 906 of the SEC (after giving effect to any exemptive relief) because ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)2002.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of filed by it under the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC including without limitation pursuant to such Section 13(a) 13 or 15(d) or would be so required to file if thereof, since the Company were so subject. The Company will alsofiling of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, within 15 days after 2023 (the “2023 Form 20-F”) through the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available hereof on a timely basis as or has received a result valid extension of the Company’s accountants not being “independent” such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2023 Form 20-F, and all other reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from the filing date of the 2023 Form 20-F through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC thereunderwith respect thereto. Such financial statements have been prepared in accordance with International Financial Reporting Standards (”IFRS”), consistently applied, during the Company may, periods involved (except (i) as may be otherwise indicated in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar the notes thereto, or (ii) in the case of unaudited interim statements, to such required audited the extent they may not include footnotes or reviewed may be condensed or summary statements) and fairly present in all material respects the consolidated financial statements or information, provided that (a) position of the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary its consolidated subsidiaries as of the date on which dates thereof and the same was otherwise required pursuant to consolidated results of their operations and cash flows for the preceding provisions of this Section 405 periods then ended (such initial datesubject, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as in the case may beof unaudited statements, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(anormal year-end audit adjustments).

SEC Reports. Notwithstanding Unless otherwise provided for a particular Series of Securities in a Board Resolution, a supplemental indenture or an Officers’ Certificate, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with shall provide the SEC Trustee and Holders within the time periods (unless such filing is not permitted under the Exchange Act or by including any extensions thereof) specified in the SEC), so long as the Notes are Outstanding, the ’s rules and regulations copies of its annual reports, report and certain information, documents and other reports that are specified in Sections 13 and 15(d) of the Company is Exchange Act; provided that, with respect to current reports that would be required to file be filed with the SEC on Form 8-K, only such reports that would be required to be filed pursuant to such Section 13(aItems 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) or 15(d5.01 (Changes in Control of Registrant) or would shall be so provided to the Trustee and the Holders; provided, however, that no such report shall be required to file be furnished if the Company were so subject. The Company will alsodetermines in its good faith judgment that the event to be disclosed in such report is not material to the Holders or the business, within 15 days after the date on which assets, operations, financial position or prospects of the Company was so required to file or would be so required to file if the Company were so subjectand its Significant Subsidiaries taken as a whole. Delivery of such reports, transmit by mail to all Holders (as their names information and addresses appear in the Note Register), and documents to the Trustee (or make available on a Company website) copies is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein or determinable from information contained therein, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of including the Company’s accountants not being “independent” compliance with any of its covenants hereunder (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant Trustee is entitled to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue rely exclusively on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyOfficers’ Certificates). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will shall comply with the other provisions of TIA § Trust Indenture Act Section 314(a).

SEC Reports. Notwithstanding that the Company may not be ----------- required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act applicable to a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act), from and after the date on which the Company first becomes subject to such reporting requirements, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the following reports by the dates indicated (or, in the case of the first such report, if later, the date that is 45 days after the effectiveness of a registration statement in respect of Initial Notes or Exchange Notes exchanged therefor, as the case may be): (i) within 120 days from the end of each fiscal year, an annual reports, information, documents and other reports that report on Form 20-F (or any successor form) containing the Company is information required to file be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subjectimmediately preceding fiscal year). The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectfiles such reports, transmit by mail to all Holders (Holders, as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company mayor, in lieu of making such filing one or transmitting more of the quarterly reports for fiscal 1998, a registration statement filed with the SEC under the Securities Act or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or informationany amendment thereto, provided such registration statement or amendment contains the information that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports would have been transmitted or made available, as the case may be, and (y) the first anniversary of included in each such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Companyreport). The Company will be deemed to have satisfied the such requirements of this Section 405 if any a Parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company (and, to the extent required under the TIA, any other obligor upon the Notes) also will shall comply with the other provisions of TIA § (S) 314(a).

SEC Reports. Notwithstanding that (a) Since December 31, 2012, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that The Company’s Form 10-K for the fiscal year ended March 31, 2015 was due to the U.S. Securities and Exchange Commission on June 29, 2015 and was not filed. As a result, there is limited information about the Company may not be available about the financial results of operations, or otherwise, for periods subsequent to the filing and periods presented in its Form 10-Q for the period ended December 31, 2014. Other than as described herein or in the Memorandum, the Company has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after two years preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject“SEC Reports”) and when filed, transmit by mail to each SEC Report was in compliance in all Holders (as their names and addresses appear in material respects with the Note Register)requirements of its report form, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules Securities Act. All proxy statements, reports, registration statements, schedules, forms and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, other documents and reports so required to be filed with the SEC by the Company under the Exchange Act and the Securities Act after the date hereof through the relevant Closing Date will, if and when filed, elect be in compliance in all material respects with the requirements of its respective report form, the Exchange Act and the Securities Act and will not, at the time they are filed or declared effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided in light of the circumstances under which they are made, not misleading; provided, however, that (a) any failure by the Company to file any proxy statement, report, registration statement, schedule, form and other documents shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions not constitute a breach of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)7.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless subject to the next sentence) and provide the Trustee and Securityholders with such filing is not permitted under annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or by and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided that the SEC)times specified for the filings of such reports under such Sections and containing in all material respects, so long as all the Notes are Outstanding, the annual reports, information, documents audit reports and other reports that exhibits required for such reports. If at any time, the Company is required not subject to file the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC pursuant within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such Section 13(a) or 15(d) or filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would be so required to file apply if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if those reports with the Company were so subjectSEC. In addition, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee event that: (or make available on a Company websitea) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)permit a parent entity to report at such parent entity’s level on a consolidated basis, and (b) such parent entity is a Guarantor of the Securities and is not engaged in any business in any material respect other than incidental to its ownership of the Capital Stock of the Company, such consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company maywill satisfy this Section 4.02. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, in lieu then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial statements or information, provided that (a) condition and results of operations of the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed its Restricted Subsidiaries separate from the financial statements or information no later than the first anniversary condition and results of operations of the date on Unrestricted Subsidiaries of the Company. The Company shall conduct a conference call quarterly in which Holders of the same was otherwise required Securities may participate to discuss the information furnished pursuant to the preceding provisions of this Section 405 (paragraphs no later than 15 days after furnishing any such initial dateannual or quarterly information. In addition, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date shall furnish to the earlier Holder of (x) the date on which such filing has been madeSecurities and to prospective investors, or such information, documents and reports have been transmitted or made available, as upon the case may be, and (y) the first anniversary requests of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for Holders, any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately be delivered pursuant to Rule 144A(d)(4) under the applicable rules and regulations of Securities Act so long as any Securities are not freely transferable under the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that (a) Heritage MLP's annual report on Form 10-K for the Company may not be required to be or remain subject to year ended August 31, 1999, and the reporting quarterly and current reports on Form 10-Q and 8-K, if any, filed by Heritage MLP with the Securities and Exchange Commission ("SEC") since August 31, 1999 (collectively, the "SEC Reports") were timely filed with the SEC. Such CONTRIBUTION AGREEMENT EXECUTION COPY DATED JUNE 15, 2000 14 documents, at the time they were filed with the SEC, complied and will comply in all material respects with the requirements of Section 13(a) or 15(d) the Securities Exchange Act of 1934, as amended (the "Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a") or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), thereunder (the Company may, in lieu "Exchange Act Regulations") and did not include an untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omit to state a material fact required to be filed, elect stated therein or necessary to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been they were made, not misleading. In addition, each of the statements made in such documents within the coverage of Rule 175(b) of the rules and regulations under the Securities Act of 1933, as amended (the "Securities Act"), was made by Heritage MLP, or such information, documents and reports have not been transmitted or made availableHeritage GP, as the case may be, within 90 days after such Reporting Datewith a reasonable basis and in good faith. Other than the SEC Reports, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless none of the number Heritage Entities nor any of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company their respective subsidiaries or affiliates is not required to file such reportsany form, documents report or other document with the SEC that has not been filed. (b) There are no agreements, contracts, indentures, leases or other instruments that are required to be described in the SEC Reports or to be filed as exhibits to the SEC Reports that are not described or filed as required by the Exchange Act. (c) Since August 31, 1999, no transaction has occurred between or among Heritage GP, Heritage MLP, Heritage MLP's Subsidiaries and information separately under any of their respective officers, directors, stockholders or affiliates or, to the applicable rules and regulations best knowledge of the Heritage Parties, any affiliate of any such officer, director or stockholder, that is required to be described in the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Reports that is not so described.

SEC Reports. Notwithstanding that (a) Since January 1, 2013 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, including any amendments or supplements thereto, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto (unless all such filing is not permitted under forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Exchange Act Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, except in each case within for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) Since the Reference Date, no executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.